SIMAU 10-Q
SIM Acquisition Corp. I (SIMAU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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| ☒ | Smaller reporting company | |||
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As of August 13, 2026, there were
SIM ACQUISITION CORP. I
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (as defined below) on March 27, 2026; |
| ● | “2026 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on May 7, 2026; | |
| ● | “2026 First Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the SEC on May 14, 2026; |
| ● | “2026 Redemptions” are to the 22,447,232 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.79 per share in connection with the approval of the Extension Amendment Proposal (as defined below); |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as amended and currently in effect; |
| ● | “ASU” are to the FASB (as defined below) Accounting Standards Update; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Cantor” are to Cantor Fitzgerald & Co., the representative of the Underwriters (as defined below); |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Combination Period” are to the (i) 36-month period, from the closing of the Initial Public Offering (as defined below) to July 12, 2027 (or such earlier date as determined by the Board), as extended by the Extension Amendment Proposal (as defined below), that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we” or “us” are to SIM Acquisition Corp. I, a Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Warrants (as defined below); | |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “Extension Amendment Proposal” are to the proposal at the 2026 EGM to amend the Amended and Restated Articles to extend the Combination Period from July 11, 2026 to July 12, 2027 (or such earlier date as determined by the Board); |
| ● | “FASB” are to the Financial Accounting Standards Board; | |
| ● | “Fee Reduction Agreement” are to the agreement between our Sponsor and Cantor dated January 28, 2026. |
ii
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below)); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on July 11, 2024; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on March 8, 2024; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on June 17, 2024, as amended, and declared effective on July 9, 2024 (File No. 333-280274); |
| ● | “Letter Agreement” are to the Letter Agreement, dated July 9, 2024, which we entered into with our Sponsor and our directors and officers; | |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of the Report; |
| ● | “Option Units” are to the 3,000,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; | |
| ● | “Original Deferred Underwriting Fee” are to the additional aggregate fee of up to $10,950,000 to which the Underwriters are entitled that is payable only upon our completion of the initial Business Combination; |
| ● | “Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
| ● | “Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements (as defined below); |
| ● | “Private Placement Warrants” are to the warrants purchased by our Sponsor and Cantor in the Private Placement; |
| ● | “Private Placement Warrants Purchase Agreements” are to the Private Placement Warrants Purchase Agreements, dated July 9, 2024, which we entered into with the Sponsor and Cantor, respectively; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
iii
| ● | “Public Shares” are to the Class A Ordinary Shares included as part of the Units (as defined below) (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Warrants” are to the redeemable warrants included as part of the Units (whether they were subscribed for in our Initial Public Offering or purchased in the open market); | |
| ● | “Reduced Deferred Fee” are to a non-refundable cash fee equal to 1.5% of the aggregate amount delivered from the Trust Account upon the closing of our initial Business Combination that is payable to Cantor pursuant to the Fee Reduction Agreement. |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to SIM Sponsor 1 LLC, a Delaware limited liability company; |
| ● | “Trust Account” are to the U.S.-based trust account in which funds from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement were initially placed following the closing of the Initial Public Offering; |
| ● | “Underwriters” are to the several underwriters of the Initial Public Offering, collectively; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated July 9, 2024, which we entered into with Cantor, as representative of the Underwriters; |
| ● | “Units” are to the units sold in our Initial Public Offering, with each Unit consisting of one Public Share and one-half of one Public Warrant; |
| ● | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; and |
| ● | “WCL Promissory Note” are to that certain unsecured promissory note issued by us to the Sponsor on March 18, 2026 in the aggregate principal amount of up to $1,500,000 in connection with the Working Capital Loan (as defined below); | |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. |
iv
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
SIM ACQUISITION CORP. I
CONDENSED BALANCE SHEETS
June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Cash and marketable securities held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Promissory Note - Sponsor, net | ||||||||
| Total Current Liabilities | ||||||||
| Long term liabilities | ||||||||
| Original Deferred Underwriting Fee | ||||||||
| Total Long Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| COMMITMENTS | ||||||||
| Class A Ordinary Shares subject to possible redemption, | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $ | ||||||||
| Class A Ordinary Shares, $ | ||||||||
| Class B Ordinary Shares, $ | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
SIM ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| For the three months ended June 30, |
For the three months ended June 30, |
For the six months ended June 30, |
For the six months ended June 30, |
|||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative expenses | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Interest earned on cash and marketable securities held in Trust Account | ||||||||||||||||
| Other income | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption | ||||||||||||||||
| Basic and Diluted Net Income per share, Class A Ordinary Shares Subject To Possible Redemption | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding, non-redeemable Class A Ordinary Shares and Class B Ordinary Shares | ||||||||||||||||
| Basis and Diluted Net Income per share, Non-Redeemable Class A Ordinary Shares and Class B Ordinary Shares | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
SIM ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated | Total Shareholders’ |
||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance - January 1, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion for Class A Ordinary Shares subject to redemption amount | - | - | ||||||||||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
Conversion of Class B Ordinary Shares to Class A Ordinary Shares | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion for Class A Ordinary Shares subject to redemption amount | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance - January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion for Class A Ordinary Shares subject to redemption amount | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion for Class A Ordinary Shares subject to redemption amount | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
SIM ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| For the six months ended June 30, 2026 |
For the six months ended June 30, 2025 |
|||||||
| Cash Flows from Operating Activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities | ||||||||
| Interest earned on cash and marketable securities held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| Prepaid Expense | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash withdrawn from Trust Account in connection with redemption of Class A Ordinary Shares | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash Flows from financing activities | ||||||||
| Promissory Note - Sponsor | ||||||||
| Redemption of Class A Ordinary Shares | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of the period | ||||||||
| Cash at end of the period | $ | $ | ||||||
| Non-cash disclosure for change in redemption shares and retained earnings | ||||||||
| Waiver of Original Deferred Underwriting Fee | $ | $ | - | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Organization and General
SIM Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on
As of June 30, 2026, the Company had not commenced any operations. All activity for the period from inception to June 30, 2026, relates to the Company’s formation and the Initial Public Offering (as defined below) and the search for a prospective target for its Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
Sponsor and Initial Public Offering
The Company’s sponsor is SIM Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”).
The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2024, as amended (File No. 333-280274), was declared effective on July 9, 2024 (the “IPO Registration Statement”). On July 11, 2024, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of an aggregate of
Transaction costs amounted to $
Sponsor Acquisition
On January 28, 2026, certain accredited investors (the “Buyers”) acquired all of the membership interests in the Sponsor owned by the non-managing members of the Sponsor pursuant to a securities purchase agreement. Simultaneously with such transaction, the Buyers also acquired all of the membership interests of Conroy Partners LLC, the managing member of the Sponsor, pursuant to a membership purchase agreement. As a result of the foregoing transactions, the Buyers own all of the membership interests in the Sponsor. The Sponsor also acquired from Cantor
5
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
On January 28, 2026, in connection with the consummation of transactions contemplated above (the “Sponsor Acquisition”), Erich Spangenberg resigned as the Chairman of the Company’s board of directors (the “Board of Directors” or the “Board”) and as the Company’s Chief Executive Officer, effective as of the closing of the Sponsor Acquisition. Delos M. Cosgrove, MD and Vincent Capone resigned as directors of the Board and as members of the Audit and Compensation Committees of the Board, effective as of the closing of the Sponsor Acquisition.
On January 28, 2026, in connection with the Sponsor Acquisition, Christopher Devall was appointed as the Company’s Chief Executive Officer. In addition, Anthony Hayes (as Chairman), Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve on the Board of Directors, which changes became effective on March 7, 2026.
Letter of Intent
On April 26, 2026, the Company entered into a non-binding Letter of Intent (the “LOI”) with American Industrial Technologies, Inc., a Nevada corporation (“AIT”) for its acquisition (“Acquisition”) of
Among other segments, AIT will operate Q1, which is a leader in telecommunications that has evolved into a fully integrated platform spanning manufacturing, logistics, distribution, and connected device ecosystems. Building on its deep relationships with Tier 1 and Tier 2 carriers, AIT has scaled a robust Third-Party Logistics and Fourth-Party Logistics and e-commerce infrastructure that supports global distribution across the United States, Europe, and Latin America.
The Company intends to negotiate the Definitive Documents that will incorporate the provisions of the LOI as well as other terms and conditions typical for transactions of this nature. Other than the provisions relating to confidentiality, expenses, exclusivity, waiver against trust, termination, governing law, jurisdiction, waiver of jury trial and miscellaneous, no terms of the LOI are binding until the Definitive Documents are signed by the parties.
On August 13, 2026, the LOI was extended until October 31, 2026.
Extension of the Combination Period and 2026 Redemptions
On May 7, 2026, the Company held the 2026 EGM to approve, among other things, the Extension Amendment Proposal to amend the Amended and Restated Articles to extend the Combination Period from July 11, 2026 to July 12, 2027 (or such earlier date as determined by the Board). In connection with the vote to approve the Extension Amendment Proposal, Public Shareholders holding
The Trust Account
Upon consummation of the Initial Public Offering, the Company’s management team (“Management”) placed an aggregate of $
6
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Initial Business Combination
Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least
The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide holders of the Public Shares (“Public Shareholders”) with the opportunity to redeem their Public Shares for a pro rata share of the Trust Account. The holders of the Founder Shares (as defined in Note 5) will agree to vote any Ordinary Shares they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these Ordinary Shares pursuant to the letter agreement, dated July 9, 2024, by and among the Company, the Sponsor and the Company’s officers and directors (the “Letter Agreement”).
In connection with any proposed Business Combination, the Company will seek shareholder approval of a Business Combination at a meeting called for such purpose at which Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the proposed Business Combination. Alternatively, the Company may conduct a tender offer and allow redemptions in connection therewith. If the Company seeks shareholder approval of a Business Combination, any Public Shareholder voting either for or against such proposed Business Combination or not voting at all will be entitled to demand that his Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (initially $
Pursuant to the Amended and Restated Articles in effect upon consummation of the Initial Public Offering, if the Company is unable to complete its Business Combination by July 12, 2027 (within
As of June 30, 2026, the per-share redemption price for Public Shares was $
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
7
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Liquidity and Capital Sources and Going Concern
As of June 30, 2026 and December 31, 2025, the Company had a cash balance of $
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 27, 2026. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of future performance.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the accompanying unaudited condensed financial statements with those of another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
8
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Cash
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $
Marketable Securities and Cash Held in Trust Account
At June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $
Offering Costs
The Company complies with the requirements of FASB Accounting Standards Codification (“ASC”) Topic 340-10-S99, “Other Assets and Deferred Costs,” and SEC Staff Accounting Bulletin Topic 5A,”Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the Public Warrants and then to the Public Shares. Offering costs allocated to Class A Ordinary Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after Management’s evaluation are accounted for under equity treatment.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum of $
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements
“Fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
9
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Use of Estimates
The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of expenses during the reporting period.
Making estimates requires Management to exercise significant 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 accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Net Income Per Ordinary Share
The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of Ordinary Shares, (i) Class A Ordinary Shares and (ii) the Class B Ordinary Shares, par value $
With respect to the accretion of Class A Ordinary Shares subject to possible redemption and consistent with FASB ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities (the “Redeemable Securities Guidance”), the Company treated accretion in the same manner as a dividend, paid to the Public Shareholders in the calculation of the net income per Ordinary Share.
The following table reflects the calculation of basic and diluted net income per Ordinary Share:
| For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | |||||||||||||||
| Redeemable Class A Ordinary Shares | Non-Redeemable Class A and Class B Ordinary Shares | Redeemable Class A Ordinary Shares | Non- Redeemable Class B Ordinary Shares | |||||||||||||
| Basic and Diluted net income per share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Basic and Diluted income per share | $ | $ | $ | $ | ||||||||||||
| For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | |||||||||||||||
| Redeemable Class A Ordinary Shares | Non-Redeemable Class A and Class B Ordinary Shares | Redeemable Class A Ordinary Shares | Non- Redeemable Class B Ordinary Shares | |||||||||||||
| Basic and Diluted net income per share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Basic and Diluted income per share | $ | $ | $ | $ | ||||||||||||
10
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026 and December 31, 2025, there were unrecognized tax benefits and amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with the Redeemable Securities Guidance, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of the Public Shares are classified as temporary equity and the allocated proceeds are determined in accordance with FASB ASC Topic 470-20, “Debt with Conversion and Other Options.” The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, on July 11, 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital (to the extent available) and accumulated deficit.
At June 30, 2026 and December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying condensed balance sheets are reconciled in the following table:
| December 31, 2024 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, December 31, 2025 | $ | |||
| Plus: | ||||
| Waiver of Original Deferred Underwriting Fee payable allocated to Class A Ordinary Shares subject to possible redemption | ||||
| Less: | ||||
| Accretion of carrying value to redemption value | ( | ) | ||
| Class A Ordinary Shares subject to possible redemption, March 31, 2026 (Unaudited) | $ | |||
| Less: | ||||
| Redemption of | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, June 30, 2026 (Unaudited) | $ |
11
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Warrant Instruments
The Company accounts for the Public Warrants and Private Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.
Recent Accounting Standards
Management does not believe that there are any recently issued, but not yet effective, accounting standards, which if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
NOTE 3 – INITIAL Public Offering
Pursuant to the Initial Public Offering, on July 11, 2024, the Company sold
NOTE 4 – PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of
The Private Placement Warrants are identical to the Public Warrants sold in the initial Public Offering except that, so long as they are held by the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Business Combination, (ii) are entitled to registration rights and (iii) with respect to the Private Placement Warrants held by Cantor and/or its designees, are not exercisable for more than
NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares
On January 29, 2024, the Sponsor paid $
In April 2024, the Sponsor transferred
12
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
On September 4, 2025, Jannine Grasso resigned as a director of the Board, and as a member of the audit and compensation committees of the Board, effective immediately. In connection with this resignation, she transferred back
The sale of the Founder Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the
Pursuant to the Letter Agreement, the Sponsor and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles to modify (A) the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem
The Sponsor and the Company’s officers and directors also agreed pursuant to the Letter Agreement, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) six (6) months after the completion of the Business Combination or (ii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
Private Placement Warrants
The Sponsor and Cantor purchased an aggregate of
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination.
13
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
IPO Promissory Note
On March 8, 2024, the Sponsor agreed to loan the Company up to $
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, and up to $
Promissory Note with Sponsor
On March 18, 2026, the Company issued a promissory note in the aggregate principal amount of up to $
Administrative Services Agreement
The Company paid an aggregate of $
On March 18, 2026, the Company entered into an administrative series agreement with Dominari Holdings Inc. (“Dominari”), pursuant to which Dominari will provide office space, utilities and secretarial and administrative support to the Company in exchange for $
NOTE 6 – SHAREHOLDERS’ deficit
Preference Shares
The Company is authorized to issue
Class A Ordinary Shares
The Company is authorized to issue
14
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Class B Ordinary Shares
The Company is authorized to issue
Holders of the Class A Ordinary Share and holders of the Class B Ordinary Share will vote together as a single class on all matters submitted to a vote of the Public Shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B Ordinary Share have the right to vote on the appointment of the Board of Directors prior to the initial Business Combination.
The Class B Ordinary Share will automatically convert into Class A Ordinary Share at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
On May 11, 2026,
The sale of the Founder Shares to each of the Company’s three independent directors is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the
Warrants
As of June 30, 2026 and December 31, 2025 there were
15
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
The Company may redeem the Public Warrants:
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the last reported sale price (the “closing price”) of the Ordinary Shares equals or exceeds $ |
The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those Ordinary Shares is available throughout the
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement, dated July 9, 2024, in connection with the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the Underwriters a
The Underwriters received an underwriting discount of $
16
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Fee Reduction Agreement
On January 28, 2026, the Company entered into a fee reduction agreement with the Sponsor and Cantor, as representative of the Underwriters (the “Fee Reduction Agreement”). Pursuant to the Fee Reduction Agreement, and subject to the consummation of a Business Combination, Cantor has instead agreed to receive a non-refundable cash fee equal to
NOTE 8 – FAIR Value Measurements
At issuance, the fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2026:
| June 30, 2026 | Quoted Prices Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Cash and marketable securities held in Trust Account | $ | $ | $ | $ | ||||||||||||
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025:
| December 31, 2025 | Quoted Prices Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Cash and marketable securities held in Trust Account | $ | $ | $ | $ | ||||||||||||
The Public Warrants were valued using a Monte Carlo model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.
| July 11, 2024 | ||||
| Calculated share price | $ | |||
| Weighted-average expected life of Warrants in years | ||||
| Risk-free rate | % | |||
| Pre-Business Combination annual volatility | % | |||
| Post-Business Combination annual volatility | % | |||
| Market pricing adjustment | % | |||
17
SIM ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
The Founder Shares issued to the directors and director nominees were valued using a Market Approach Methodology. The following table presents the quantitative information regarding market assumptions used in the Founder Shares valuation:
| April 18, 2024 | ||||
| Discount for probability of failure to complete Initial Public Offering | $ | % | ||
| Market pricing adjustment | % | |||
| Discount for expected forfeiture | % | |||
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers for the three and six months ended June 30, 2026 or June 30, 2025.
NOTE 9 – SEGMENT INFORMATION
FASB ASC Topic 280,”Segment Reporting” establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
| For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | |||||||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||||||||||
| Interest earned on cash and marketable securities held in Trust Account | ||||||||||||||||
The key measures of segment profit or loss reviewed by the CODM are interest earned on cash and marketable securities held in the Trust Account and operating and formation costs. The CODM reviews interest earned on cash and marketable securities held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the investment management trust agreement, dated July 9, 2024, by and between the Company and Continental Stock Transfer & Trust Company, trustee of the Trust Account. Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
NOTE 10 – Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheet date through the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.
On July 31, 2026, the Company delivered a request to the Sponsor to fund the remaining amount available under the WCL Promissory Note. As of the date that the accompanying unaudited condensed financial statements were issued, such funding had not yet been received by the Company.
On August 13, 2026, the LOI was extended until October 31, 2026.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on January 29, 2024 for the purpose of effecting a Business Combination. Our Sponsor is SIM Sponsor 1 LLC. We have not selected any Business Combination target and may pursue an initial Business Combination in any business or industry. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to any forward purchase agreements or backstop agreements into which we may enter following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.
The issuance of additional shares in connection with a Business Combination to the owners of the target or other investors:
| ● | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B Ordinary Shares resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Class B Ordinary Shares; |
| ● | may subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares; |
| ● | could cause a change in control if a substantial number of our Class A Ordinary Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
| ● | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
| ● | may adversely affect prevailing market prices for our Class A Ordinary Shares and/or Warrants. |
Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
| ● | default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; |
19
| ● | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
| ● | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
| ● | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
| ● | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
Pursuant to the Amended and Restated Articles, if we are unable to complete the initial Business Combination by July 12, 2027, 36 months from the closing of the Initial Public Offering (or such earlier time as determined by our Board), and such Combination Period is not further extended by shareholders, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 100% of the outstanding 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 (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve. The Warrants will expire on liquidation of the Trust Account and the holders of Warrants will receive no proceeds in connection with the liquidation. The holders of the Founder Shares will not participate in any redemption distribution with respect to their Founder Shares.
Recent Developments
Entry into a Letter of Intent
On April 26, 2026, the Company entered into a non-binding Letter of Intent (the “LOI”) with American Industrial Technologies, Inc., a Nevada corporation (“AIT”) for its acquisition (“Acquisition”) of 100% of the outstanding equity and equity equivalents of AIT upon the terms and conditions to be set forth in certain definitive documents and negotiations (the “Definitive Documents”).
Among other segments, AIT will operate Q1, which is a leader in telecommunications that has evolved into a fully integrated platform spanning manufacturing, logistics, distribution, and connected device ecosystems. Building on its deep relationships with Tier 1 and Tier 2 carriers, AIT has scaled a robust Third-Party Logistics and Fourth-Party Logistics and e-commerce infrastructure that supports global distribution across the United States, Europe, and Latin America.
The Company intends to negotiate the Definitive Documents that will incorporate the provisions of the LOI as well as other terms and conditions typical for transactions of this nature. Other than the provisions relating to confidentiality, expenses, exclusivity, waiver against trust, termination, governing law, jurisdiction, waiver of jury trial and miscellaneous, no terms of the LOI are binding until the Definitive Documents are signed by the parties.
On August 13, 2026, the LOI was extended until October 31, 2026.
Extension of Our Combination Period
On May 7, 2026, we held the 2026 EGM to approve, among other things, the Extension Amendment Proposal. In connection with the vote to approve the Extension Amendment Proposal, Public Shareholders holding 22,447,232 Public Shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such Public Shares for cash at a redemption price of approximately $10.79 per Public Share, for an aggregate redemption amount of approximately $242,175,471 in the 2026 Redemptions.
20
We may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.
Founder Share Conversion
On May 11, 2026, 3,000,000 Class B Ordinary Shares held by our Sponsor were converted into 3,000,000 Class A Ordinary Shares on a one-for-one basis (the “Conversion”). The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares prior to the Conversion, including, among other things, the waiver of redemption rights in connection with the Business Combination. Following the Conversion, there were 3,552,768 Class A Ordinary Shares issued and outstanding (including 552,768 Public Shares) and 4,666,667 Class B Ordinary Shares issued and outstanding.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 29, 2024 (inception) through June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had net income of $382,174, which includes $1,014,422 of interest income earned on the Trust Account, offset by $632,248 of general and administrative costs. For the three months ended June 30, 2025, we had net income of $2,297,552, which includes $2,479,087 of interest earned on the Trust Account, offset by $181,535 of general and administrative costs.
For the six months ended June 30, 2026, we had net income of $2,410,573, which includes $3,169,731 of interest income earned on the Trust Account, offset by $759,158 of general and administrative costs. For the six months ended June 30, 2025, we had net income of $4,520,298, which includes $4,943,305 of interest earned on the Trust Account, offset by $423,007 of general and administrative costs.
Liquidity, Capital Resources and Going Concern
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B Ordinary Shares by the Sponsor and loans from the Sponsor pursuant to the IPO Promissory Note.
On July 11, 2024 we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the Underwriters of their Over-Allotment Option in the amount of 3,000,000 Option Units, at $10.00 per unit, generating gross proceeds of $230,000,000. The net proceeds from the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement for an aggregate purchase price of $6,000,000, after deducting offering expenses of approximately $477,616 and underwriting commissions of $4,000,000 (excluding the Original Deferred Fee (as defined below) of $10,950,000), was $231,522,384. $230,000,000 was initially deposited in the Trust Account.
The proceeds held in the Trust Account are invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.
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We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding the Reduced Deferred Fee). We may withdraw interest to pay our taxes, if any. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial 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.
In connection with the vote to approve the Extension Amendment Proposal at the 2026 EGM, Public Shareholders holding 22,447,232 Public Shares exercised their right to redeem such Public Shares for cash at a redemption price of approximately $10.79 per Public Share, for an aggregate redemption amount of approximately $242,175,471, which was paid from the Trust Account in May 2026. As of June 30, 2026, there was $6,112,563 in cash and marketable securities held in the Trust Account.
As of June 30, 2026, we had cash held outside of the Trust Account of approximately $260,436. We will use these funds 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.
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 Working Capital Loans as may be required. If we complete our initial Business Combination, we intend to repay such Working Capital Loans. In the event that our initial Business Combination does not close, we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. On March 18, 2026, the Company issued the WCL Promissory Note in the aggregate principal amount of up to $1,500,000 to the Sponsor. Pursuant to the WCL Promissory Note, the interest rate is 12.0% per annum, based on actual days / 360 and each draw carries a 5.0% original issue discount (OID). The WCL Promissory Note would be due and payable upon the earlier to occur of: (1) our initial Business Combination, or (2) our liquidation. As of June 30, 2026 and December 31, 2025, the Company borrowed a total of $736,841 and $0.00, respectively, under Working Capital Loans pursuant to the WCL Promissory Note.
We have until July 12, 2027 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of our Company. In connection with our assessment of going concern considerations in accordance with FASB ASU Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of June 30, 2026, Management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The unaudited condensed financial statements included in this Report under “Item 1. Financial Statements” do not include any adjustments that may be necessary if we are unable to continue as a going concern. In addition, our cash balance does not exceed our current budgeted operating requirements, and Management has concluded that this indicates we will not have sufficient liquidity to meet its obligations as they become due within one year after the date the unaudited condensed financial statements included in this Report under “Item 1. Financial Statements” are issued.
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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Promissory Note with Sponsor
On March 18, 2026, we issued a promissory note in the aggregate principal amount of up to $1,500,000 to our Sponsor (the “WCL Promissory Note”). Pursuant to the WCL Promissory Note, the interest rate is 12.0% per annum, based on the actual number of days elapsed over a 360-day year and each draw carries a 5.0% original issue discount (OID). The WCL Promissory Note would be due and payable upon the earlier to occur of: (1) our initial Business Combination, or (2) our liquidation. As of June 30, 2026, the WCL Promissory Note had a face value of $760,956, which includes $24,115 of accrued interest and a net carrying value of $731,731, reflecting $29,225 of unamortized original issue discount.
Administrative Services Agreements
We paid $10,000 per month to our Sponsor or an affiliate thereof for office space, utilities, and secretarial and administrative support pursuant to an administrative services agreement, dated July 9, 2024, by and between us and SIM Management LP, an affiliate of the Sponsor. We began incurring these fees on July 9, 2024 and were to continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. On January 28, 2026, such administrative services agreement was terminated, and any accrued obligations under the Administrative Services Agreement were waived.
On March 18, 2026, we entered into an administrative series agreement with Dominari Holdings Inc. (“Dominari”), pursuant to which Dominari will provide office space, utilities and secretarial and administrative support to us in exchange for $20,000 per month. Mr. Hayes, our Chairman, is the Chief Executive Officer of Dominari. Commencing in May 2026, such $20,000 monthly fee has been paid $10,000 per month to Dominari and $10,000 per month to an affiliated entity of Mr. Kutcher, our Chief Financial Officer.
Fee Reduction Agreement
Pursuant to the Underwriting Agreement, Cantor was previously entitled to receive deferred underwriting commissions in the aggregate amount of $10,950,000 (the “Original Deferred Underwriting Fee”) upon the consummation of our initial Business Combination. On January 28, 2026, we entered into a fee reduction agreement with our Sponsor and Cantor, as representative of the Underwriters (the “Fee Reduction Agreement”). Pursuant to the Fee Reduction Agreement, and subject to the consummation of a Business Combination, Cantor has instead agreed to receive a non-refundable cash fee equal to 1.5% of the aggregate amount delivered from the Trust Account upon the closing of our initial Business Combination (the “Reduced Deferred Fee”). The Reduced Deferred Fee will be payable upon the closing of our initial Business Combination. If we (or our successor) fail to pay the Reduced Deferred Fee in full at such time, Cantor may elect to require us to pay the full amount of the original Deferred Fee in cash. In addition, if we or the Sponsor becomes entitled to receive any break-up, termination or similar fee in connection with a proposed Business Combination that is terminated, abandoned or otherwise not consummated, 50% of the amount of such fee shall be applied toward payment of the Reduced Deferred Fee, subject to certain limitations set forth in the Fee Reduction Agreement.
Going Concern
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 12, 2027. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.
Critical Accounting Estimates
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” in conformity with GAAP 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. 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 unaudited condensed financial statements included in this Report under “Item 1. Financial Statements”, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates. As of June 30, 2026 and December 31, 2025, we did not have any critical accounting estimates to be disclosed.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as the Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2026.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarterly period ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in the Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual Report, (iii) 2025 Annual Report. (iv) Quarterly Reports on Form 10-Q for the periods ended March 31, 2026, June 30, 2025, March 31, 2025, and March 31, 2024 and (v) Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 31, 2026. As of the date of the Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
There is substantial doubt about our ability to continue as a “going concern.”
In connection with our assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements included in Item 1. “Financial Statements” of this Report were issued.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Except as set forth below, there were no sales of unregistered securities during the quarterly period covered by the Report. On May 11, 2026, 3,000,000 Class B Ordinary Shares held by the Sponsor were converted into 3,000,000 Class A Ordinary Shares on a one-for-one basis. The issuance of the Class A Ordinary Shares in connection with such conversion was not registered under the Securities Act in reliance upon the exemption provided by Section 3(a)(9) of the Securities Act. In addition, simultaneously with the closing of the Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an aggregate of 6,000,000 Private Placement Warrants to the Sponsor and Cantor, with each Private Placement Warrant exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $6,000,000 in the aggregate. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by the Report.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.
However, on May 7, 2026, we held the 2026 EGM and our shareholders approved, among other things, the Extension Amendment, which extended the Combination Period from July 11, 2026 (which was originally 24 months from the closing of the Initial Public Offering) to July 12, 2027 (or such earlier date as determined by the Board). In connection with the vote to approve the Extension Amendment, Public Shareholders holding 22,447,232 Public Shares properly exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. We paid cash in the aggregate amount of $242,175,471, or approximately $10.79 per share, to such redeeming Public Shareholders in the 2026 Redemptions.
On May 11, 2026, 3,000,000 Class B Ordinary Shares held by the Sponsor were converted into 3,000,000 Class A Ordinary Shares on a one-for-one basis. The issuance of the Class A Ordinary Shares in connection with such conversion was not registered under the Securities Act in reliance upon the exemption provided by Section 3(a)(9) of the Securities Act.
The following table contains monthly information about the repurchases of our equity securities for the three months ended June 30, 2026:
| Period | (a) Total number of shares (or units) purchased | (b) Average price paid per share (or unit) | (c) Total number of shares (or units) purchased as part of publicly announced plans or programs | (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | ||||||||||||
| April 1– April 30, 2026 | — | — | — | — | ||||||||||||
| May 1 – May 31, 2026 | 22,447,232 | 10.79 | — | — | ||||||||||||
| June 1 – June 30, 2026 | — | — | — | — | ||||||||||||
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Trading Arrangements
During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)
Additional Information
None.
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| * | Filed herewith. |
| ** | Furnished herewith. |
| (1) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2026. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 13, 2026 | SIM ACQUISITION CORP. I | |
| By: | /s/ Christopher Devall | |
| Name: | Christopher Devall | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 13, 2026 | ||
| By: | /s/ David Kutcher | |
| Name: | David Kutcher | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) |
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