SIM Acquisition Corp. I
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 27, 2026
SIMA$10.97+0.6%Stored close · as of Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001213900-25-026255
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-27.
0001213900-26-035724
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 34 previous paragraphs and 56 current paragraphs.
25 unchanged; 6 reworded; 24 added; 3 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
Recent Developments
Current report
Sponsor Acquisition
Current report
On January 28, 2026, 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 member interest 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 2,000,000 private placement warrants of the Company owned by Cantor pursuant to a securities purchase agreement.
Current report
In connection with the consummation of the Sponsor Acquisition, on January 28, 2026, Erich Spangenberg resigned as the Chairman of the Board and as the Chief Executive Officer of the Company, 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 audit and compensation committees of the Board, effective as of the closing of the Sponsor Acquisition.
Current report
On January 28, 2026, in connection with the Sponsor Acquisition, Christopher Devall was appointed as Chief Executive Officer of the Company. In addition, Anthony Hayes (as Chairman), Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve as our Board of Directors, which changes became effective on March 7, 2026.
Current report
Underwriter Fee Reduction Agreement
Current report
On January 28, 2026, we and the Sponsor entered into the Fee Reduction Agreement with Cantor, as representative of the several underwriters for our initial public offering consummated on July 11, 2024.
Current report
Pursuant to the Underwriting Agreement, Cantor was previously entitled to receive the Original Deferred Fee upon the consummation of our initial business combination. Pursuant to the Fee Reduction Agreement, and subject to the consummation of a business combination, Cantor has instead agreed to receive, the Reduced Deferred Fee.
Current report
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.
Current report
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.
Current report
Administrative Services Agreements
Current report
On January 28, 2026, the Administrative Services Agreement, dated July 9, 2024, by and between us and SIM Management LP, an affiliate of the Sponsor, was terminated, and any accrued obligations under the Administrative Services Agreement were waived.
Current report
On March 18, 2026, the Company and Dominari Holdings Inc. entered into an administrative services agreement pursuant to which Dominari will provide office space, utilities and secretarial and administrative support to the Company in exchange for $20,000 per month. Mr. Hayes is the Chief Executive Officer of Dominari.
Current report
Promissory Note with Sponsor
Current report
On March 18, 2026, the Company entered into the 2026 Note. Pursuant to the 2026 Note, the interest rate is 12% per annum, based on actual days / 360 and there is a 5.0% original issue discount (OID). The 2026 Note is due and payable upon the earlier to occur of: (1) our initial Business Combination, or (2) our liquidation.
Current report
We have until July 11, 2026 to consummate a Business Combination, unless extended by amending our Amended and Restated Memorandum. It is uncertain that the Company 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 the Company. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” as of December 31, 2025, management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. In addition, the Company’s cash balance does not exceed its current budgeted operating requirements, and management has concluded that this indicates the Company will not have sufficient liquidity to meet its obligations as they become due within one year after the date these financial statements are issued.
Current report
On January 28, 2026, we and the Sponsor entered into the Fee Reduction Agreement with Cantor, as representative of the several underwriters for our initial public offering consummated on July 11, 2024.
Current report
Pursuant to the Underwriting Agreement, Cantor was previously entitled to receive the Original Deferred Fee upon the consummation of our initial business combination. Pursuant to the Fee Reduction Agreement, and subject to the consummation of a business combination, Cantor has instead agreed to receive, in lieu of the Original Deferred Fee, a non-refundable cash fee equal to 1.5% of the aggregate amount delivered from our trust account upon the closing of our initial business combination.
Current report
The Reduced Deferred Fee will be payable upon the closing of our initial business combination. If we (or its successor) fail to pay the Reduced Deferred Fee in full at such time, Cantor may elect to require the Company to pay the full amount of the Original Deferred Fee in cash.
Current report
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.
Current report
In addition, if the Company 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.
Current report
On January 28, 2026, the Administrative Services Agreement, dated July 9, 2024, by and between the Company and SIM Management LP, an affiliate of the Sponsor, was terminated, and any accrued obligations under the Administrative Services Agreement were waived.
Current report
On March 18, 2026, the Company and Dominari Holdings Inc. entered into an administrative services agreement pursuant to which Dominari will provide office space, utilities and secretarial and administrative support to the Company in exchange for $20,000 per month. Mr. Hayes is the Chief Executive Officer of Dominari.
Current report
Also on March 18, 2026 the Company entered into the 2026 Note. Pursuant to the 2026 Note, the interest rate is 12% per annum, based on actual days / 360 and there is a 5.0% original issue discount (OID). The 2026 Note is due and payable upon the earlier to occur of: (1) our initial Business Combination, or (2) our liquidation.
Removed paragraphs (3)
Previous report
Factors That May Adversely Affect our Results of Operations
Previous report
Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, 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 and the Middle East. We 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 our business and our ability to complete an initial Business Combination.
Previous report
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 December 31, 2024, we believe we have sufficient funds for our working capital needs until a minimum of one year from the date of issuance of the audited financial statements and notes thereto contained elsewhere in this Report. We cannot assure that our plans to consummate a Business Combination will be successful.
Reworded paragraphs (6)
Previous wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 29, 2024 (inception) to December 31, 2024 have been organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination. Following the Initial Public Offering, 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 cash and cash equivalents following the Initial Public Offering. After the Initial Public Offering, we have incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Current wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2025 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 cash and cash equivalents subsequent to the Initial Public Offering, and incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Previous wording
For the three months ended December 31, 2024, we had net income of $2,436,140, which includes $2,695,350 of interest income earned on the Trust Account, offset by $259,210 of general and administrative costs.
Current wording
For the year ended December 31, 2025, we had net income of $8,789,649, which includes $9,795,490 of interest income earned on the Trust Account, offset by $1,005,841 of general and administrative costs.
Previous wording
We have available to us approximately $697,085 of proceeds held outside the Trust Account, as of December 31, 2024. We expect to continue to use these funds to primarily 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.
Current wording
We have available to us approximately $65,427 of proceeds held outside the Trust Account, as of December 31, 2025. In addition, on March 18, 2026, we entered into the 2026 Note, providing us access to up to an additional $1.5 million. We expect to continue to use these funds to primarily 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.
Previous wording
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 funds as may be required. If we complete our initial Business Combination, we would 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 would 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. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. 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.
Current wording
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, or on such other terms as may be approved by the Board, and shareholders, if required pursuant to applicable law. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. 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.
Previous wording
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Current wording
Other than the 2026 Note, we do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Previous wording
Commencing on July 10, 2024, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $10,000 per month for certain office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement. Under the Administrative Services Agreement, there was $60,000 incurred and paid for the year ending December 31, 2024.
Current wording
Commencing on July 10, 2024, and terminated on January 28, 2026, we paid an affiliate of our Sponsor $10,000 per month for certain office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement. Under the Administrative Services Agreement, there was $110,000 incurred and paid for the year ending December 31, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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 funds as may be required. If we complete our initial Business Combination, we would 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 would be used for such repayment.