SIMA

Business Context and Reporting Period

Company: SIM Acquisition Corp. I (SIMA), a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC).

Reporting Period: Quarterly period ended June 30, 2026.

Status: The Company has not commenced operations. Its sole purpose is to effect a Business Combination. As of June 30, 2026, the Company had entered into a non-binding Letter of Intent (LOI) with American Industrial Technologies, Inc. (AIT), which was subsequently extended to October 31, 2026.

Capital Structure: Following significant redemptions in May 2026, 552,768 Public Shares remain outstanding alongside 3,000,000 Class A Ordinary Shares (converted from Class B) and 4,666,667 Class B Ordinary Shares.

Key Financial Metrics

Debt: The Company has a Working Capital Loan (WCL Promissory Note) from the Sponsor with a net carrying value of $731,731 as of June 30, 2026. The note bears 12.0% interest and is due upon Business Combination or liquidation.

Material Changes vs. Prior Period

• Massive Redemption Event: In May 2026, in connection with an extension of the Combination Period, 22,447,232 Public Shares were redeemed for approximately $242.2 million. This reduced the Trust Account balance from ~$245.1 million to ~$6.1 million.
• Share Conversion: On May 11, 2026, the Sponsor converted 3,000,000 Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis.
• Fee Reduction: The Company entered into a Fee Reduction Agreement, waiving the $10.95 million Original Deferred Underwriting Fee. It is now replaced by a "Reduced Deferred Fee" of 1.5% of the Trust Account balance upon closing a Business Combination.
• Management Changes: Following a Sponsor Acquisition in January 2026, the Board and executive leadership were reconstituted, with Christopher Devall appointed as CEO.
• Expense Increase: General and administrative expenses for the six months ended June 30, 2026, increased to $759,158 compared to $423,007 in the prior year period, driven by new administrative service agreements.

Outlook, Risks, and Contingencies

• Going Concern: Management has determined that the mandatory liquidation deadline (July 12, 2027) and the current cash balance raise substantial doubt about the Company's ability to continue as a going concern. The Company lacks sufficient liquidity to meet obligations for the next 12 months without a Business Combination or additional financing.
• Extension Deadline: The Combination Period has been extended to July 12, 2027. Failure to consummate a Business Combination by this date will result in mandatory liquidation and dissolution.
• Target Acquisition: The Company is in negotiations with American Industrial Technologies, Inc. (AIT) based on a non-binding LOI. The LOI was extended to October 31, 2026. No definitive agreement has been signed.
• Liquidity Needs: The Company has requested the Sponsor to fund the remaining amount available under the WCL Promissory Note ($1.5 million cap), but as of the filing date, this funding had not been received.

Investor Verification Checklist

• Redemption Impact: Verify the remaining capital in the Trust Account ($6.1M) is sufficient to support the proposed transaction with AIT or other targets given the reduced equity base.
• Working Capital Funding: Confirm if the Sponsor has funded the remaining balance of the $1.5 million WCL Promissory Note to sustain operations through the extension period.
• LOI Status: Monitor the progress of negotiations with AIT and the likelihood of signing definitive documents before the October 31, 2026 LOI expiration.
• Fee Structure: Understand the implications of the reduced deferred underwriting fee (1.5% of Trust) versus the original fee on the economics of a potential deal.
• Liquidity Runway: Assess the Company's ability to cover the new $20,000 monthly administrative fees and other operating costs without additional capital raises.