SIM Acquisition Corp. I

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.

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: