SIM Acquisition Corp. I

DEF 14A 1 ea0283808-def14a_simacq1.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

SIM Acquisition Corp. I

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

725 FIFTH AVENUE, 22ND FLOOR

NEW YORK, NY 10022

LETTER TO SHAREHOLDERS

Dear Shareholders of SIM Acquisition Corp. I:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Special Meeting”) of SIM Acquisition Corp. I, a Cayman Islands exempted company (“we,” “SIM” or the “Company”), which will be held on April 16, 2026, at 10:00 a.m. Eastern Time at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105 or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned.

Even if you plan to attend the Special Meeting, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.

The accompanying notice of the Special Meeting and proxy statement describe the business SIM will conduct at the Special Meeting and provide information about SIM that you should consider when you vote your shares. As set forth in the accompanying proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposals:

Each of the Extension Amendment Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement. In addition to considering and voting on the foregoing proposals, shareholders will have the opportunity to present questions to the members of the Company’s management (the “Management”) at the Special Meeting regarding the (i) financial statements of the Company for the fiscal year ended December 31, 2025 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on , 2026 (the “2025 Annual Report”) and (ii) Company’s current affairs.

The Charter currently provides that SIM has until July 11, 2026 to complete its initial business combination. While SIM is using its best efforts to complete a business combination as soon as practicable, the Board believes that there will not be sufficient time before July 11, 2026 to consummate a business combination. Accordingly, the Board believes that in order to be able to consummate a business combination, SIM will need to obtain the Charter Extension. Without the Charter Extension, the Board believes that there is significant risk that SIM might not, despite its best efforts, be able to complete a business combination on or before July 11, 2026. If that were to occur, SIM would be forced to liquidate even if SIM’s shareholders are otherwise in favor of consummating such transaction.

On January 28, 2026, certain accredited investors (the “Buyers”) acquired all of the membership interests in the Company’s sponsor, SIM Sponsor 1 LLC (the “Sponsor”) owned by the non-managing members of the Sponsor pursuant to a securities purchase agreement (the “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 (the “MIPA”). As a result of the foregoing transactions, the Buyers own all of the membership interests in the Sponsor. The Sponsor also acquired from Cantor Fitzgerald & Co. (“Cantor”) 2,000,000 Private Placement Warrants of the Company owned by Cantor pursuant to a securities purchase agreement.

In connection with the consummation of transactions contemplated by the Purchase Agreement (“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.

In connection with the Sponsor Acquisition, on January 28, 2026, Christopher Devall was appointed as Chief Executive Officer of the Company. In addition, Anthony Hayes, Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve as our Board of Directors, effective on March 7, 2026.

Therefore, the Board has determined that it is in the best interests of SIM’s shareholders to extend the date by which SIM has to consummate an initial business combination to the Charter Extended Date in order that SIM’s shareholders have the opportunity to participate in its future investment, as well as to provide additional flexibility to wind up our operations prior to the Charter Extension Date.

As contemplated by the Charter, the holders of SIM’s Class A ordinary shares, par value of $0.0001 per share (the “Class A Ordinary Shares”) issued as part of the units sold in SIM’s initial public offering (the “Public Shares”) will be provided with an opportunity to redeem all or a portion of their Public Shares upon the effectiveness of the Extension Amendment Proposal at a per-share price equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “initial public offering”), including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. Such redemption rights are not available to our Sponsor, all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

As of March 27, 2026, the redemption price per share was approximately $10.75 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $247,177,275.15 million as of March 27, 2026 (including interest not previously released to SIM to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Global Market (“Nasdaq”) on March 27, 2026 was $10.71 per share. SIM cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. SIM believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if SIM does not complete a business combination on or before July 11, 2026.

If the Extension Amendment Proposal is not approved and a business combination is not completed on or before July 11, 2026, SIM 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 subject to lawfully available funds therefor, redeem 100% of the 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 on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of SIM’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to SIM’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Approval of the Extension Amendment Proposal requires a special resolution of the Company, being the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares,” collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of each of the Auditor Ratification Proposal and Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote if there are not sufficient tabulated votes to approve the Extension Amendment Proposal at the Special Meeting.

The Board has fixed the close of business on March 25, 2026 (the “Record Date”) as the date for determining SIM’s shareholders entitled to receive notice of and vote at the Special Meeting and any postponement or adjournment thereof. Only holders of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting or any postponement or adjournment thereof.

You are not being asked to vote on a business combination at this time.If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of Public Shares who do not elect to redeem their Public Shares will retain their right to redeem their Public Shares if and when a business combination is submitted to shareholders for approval, subject to any limitations set forth in the Charter. In addition, public shareholders who do not redeem their Public Shares in connection with the Charter Extension will be entitled to have their Public Shares redeemed for cash if the Company has not completed a business combination before the Charter Extension Date or upon the Company’s earlier liquidation, subject to any limitations set forth in the Charter.

SIM reserves the right at any time to postpone the Special Meeting and not to submit to its shareholders the Extension Amendment Proposal. In the event the Special Meeting is postponed or the Extension Amendment Proposal is not approved and SIM does not complete a business combination on or prior to July 11, 2026, SIM will liquidate and dissolve in accordance with its Charter.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal are in the best interests of SIM and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the notice of meeting and proxy statement containing detailed information about the Special Meeting, the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, SIM urges you to read this material carefully and vote your shares. Shareholders will have the opportunity to present questions, including about the 2025 Annual Report, to the Management at the Special Meeting.

By Order of the Board of Directors of

SIM Acquisition Corp. I

Anthony Hayes

Anthony Hayes

Chairman of the Board

March 30, 2026

Your vote is very important. Whether or not you plan to attend the Special Meeting, please submit your proxy card as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Special Meeting. The approval of the Extension Amendment Proposal requires a special resolution of the Company, being the affirmative vote of a majority of at least two-thirds (2/3) of the votes which are cast by those holders of Ordinary Shares, who, being present in person or by proxy and entitled to do so, vote at the Special Meeting. Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, if you fail to vote in person or by proxy at the Special Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on April 16, 2026: The Notice of Meeting, the 2025 Annual Report and the accompanying proxy statement are available athttps://www.cstproxy.com/simacquisitioni/2026.

725 FIFTH AVENUE, 22ND FLOOR

NEW YORK, NY 10022

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

IN LIEU OF AN ANNUAL GENERAL MEETING

To the Shareholders of SIM Acquisition Corp. I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Special Meeting”) of SIM Acquisition Corp. I, a Cayman Islands exempted company (“we,” “SIM” or the “Company”), will be held on April 16, 2026 at 10:00 a.m. Eastern Time at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105 or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned.

You are cordially invited to attend the Special Meeting for the purpose of considering and voting on the following proposals, more fully described below in the accompanying proxy statement, which is dated March 30, 2026 and is first being mailed to shareholders on or about April 1, 2026:

Proposal No. 1 — Extension Amendment Proposal** — **To approve, by way of special resolution, that the date by which SIM has to consummate a business combination be extended (the “Charter Extension”) from July 11, 2026 to July 12, 2027 (or such earlier date as determined by the board of directors (the “Board”)) (such date, the “Charter Extension Date”) and that the Amended and Restated Memorandum of Association and Articles of Association of SIM (the “Charter”) be amended as set out in Annex A to the accompanying proxy statement (the “Extension Amendment Proposal”). The text of the special resolution to be passed is as follows:

“It is resolved as a special resolution with immediate effect that the Company’s articles of association be amended by replacing the existing definition of Completion Window in Article 1.1 with the following:

Completion Window means the period of time:

*Proposal No. 2 — Auditor Ratification Proposal —*To ratify, by way of ordinary resolution, the selection by our audit committee, and appointment, of WithumSmith+Brown, PC (“Withum”) to serve as our independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”); and

Proposal No. 3 — Adjournment Proposal — To approve, by way of ordinary resolution, the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The Charter currently provides that SIM has until July 11, 2026 to complete its initial business combination. While SIM is using its best efforts to complete a business combination as soon as practicable, the Board believes that there will not be sufficient time before July 11, 2026 to consummate a business combination. Accordingly, the Board believes that in order to be able to consummate a business combination, SIM will need to obtain the Charter Extension. Without the Charter Extension, the Board believes that there is significant risk that SIM might not, despite its best efforts, be able to complete a business combination on or before July 11, 2026. If that were to occur, SIM would be forced to liquidate even if SIM’s shareholders are otherwise in favor of consummating such transaction.

On January 28, 2026, certain accredited investors (the “Buyers”) acquired all of the membership interests in the Company’s sponsor, SIM Sponsor 1 LLC (the “Sponsor”) owned by the non-managing members of the Sponsor pursuant to a securities purchase agreement (the “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 (the “MIPA”). As a result of the foregoing transactions, the Buyers own all of the membership interests in the Sponsor. The Sponsor also acquired from Cantor Fitzgerald & Co. (“Cantor”) 2,000,000 Private Placement Warrants of the Company owned by Cantor pursuant to a securities purchase agreement.

In connection with the consummation of transactions contemplated by the Purchase Agreement (“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.

In connection with the Sponsor Acquisition, on January 28, 2026, Christopher Devall was appointed as Chief Executive Officer of the Company. In addition, Anthony Hayes, Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve as our Board of Directors, effective on March 7, 2026.

Therefore, the Board has determined that it is in the best interests of SIM’s shareholders to extend the date by which SIM has to consummate an initial business combination to the Charter Extended Date in order that SIM’s shareholders have the opportunity to participate in its future investment, as well as to provide additional flexibility to wind up our operations prior to the Charter Extension Date. As contemplated by the Charter, the holders of SIM’s Class A ordinary shares, par value of $0.0001 per share (the “Class A Ordinary Shares”) issued as part of the units sold in SIM’s initial public offering (the “Public Shares”) will be provided with an opportunity to redeem all or a portion of their Public Shares upon the effectiveness of the Extension Amendment Proposal at a per-Share price equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “initial public offering”), including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. Such redemption rights are not available to our Sponsor, all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

As of March 27, 2026, the redemption price per share was approximately $10.75 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $247,177,275.15 million as of March 27, 2026 (including interest not previously released to SIM to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Global Market on March 27, 2026 was $10.71 per share. SIM cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. SIM believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if SIM does not complete a business combination on or before July 11, 2026.

If the Extension Amendment Proposal is not approved and a business combination is not completed on or before July 11, 2026, SIM 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 subject to lawfully available funds therefor, redeem 100% of the 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 on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of SIM’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to SIM’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Approval of the Extension Amendment Proposal requires a special resolution of the Company, being the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares,” collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of each of the Adjournment Proposal and Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote if there are not sufficient tabulated votes to approve the Extension Amendment Proposal at the Special Meeting.

The Board has fixed the close of business on March 25, 2026 (the “Record Date”) as the date for determining SIM’s shareholders entitled to receive notice of and vote at the Special Meeting and any postponement or adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting or any postponement or adjournment thereof.

You are not being asked to vote on a business combination at this time.If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of Public Shares who do not elect to redeem their Public Shares will retain their right to redeem their Public Shares if and when a business combination is submitted to shareholders for approval, subject to any limitations set forth in the Charter. In addition, public shareholders who do not redeem their Public Shares in connection with the Charter Extension will be entitled to have their Public Shares redeemed for cash if the Company has not completed a business combination before the Charter Extension Date or upon the Company’s earlier liquidation, subject to any limitations set forth in the Charter.

SIM reserves the right at any time to postpone the Special Meeting and not to submit to its shareholders the Extension Amendment Proposal. In the event the Special Meeting is postponed or the Extension Amendment Proposal is not approved and SIM does not complete a business combination on or prior to July 11, 2026, SIM will dissolve and liquidate in accordance with its Charter.

To exercise your redemption rights, you must tender your Public Shares to SIM’s transfer agent at least two business days prior to the Special Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Holders of Ordinary Shares at the close of business on the Record Date are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were 23,000,000 issued and outstanding Class A Ordinary Shares and 7,666,667 issued and outstanding Class B Ordinary Shares. SIM’s warrants do not have voting rights.

The accompanying proxy statement contains important information about the Special Meeting, the Extension Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, SIM urges you to read this material carefully and vote your shares. Shareholders will have the opportunity to present questions to our management (the “Management”), including regarding our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 27, 2026 (the “2025 Annual Report”), at the Special Meeting.

By Order of the Board of Directors of

SIM Acquisition Corp. I

Anthony Hayes

Anthony Hayes

Chairman of the Board

March 30, 2026

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