Overview

SIM Sponsor 1 LLC is a blank check company incorporated in the Cayman Islands on January 29, 2024 for the purpose of effecting a business combination. The company has not yet selected a business combination target and may pursue an initial business combination in any industry. SIM Sponsor 1 intends to use a combination of cash from its initial public offering, private placements, debt financing, and shares issued to the owners of the target company to fund the initial business combination.

Recent Developments

1. Entry into a Letter of Intent: On April 26, 2026, the company entered into a non-binding letter of intent to acquire 100% of the equity of American Industrial Technologies, Inc. (AIT), a company that operates in the telecommunications industry.

2. Extension of Combination Period: On May 7, 2026, the company held an extraordinary general meeting to approve an extension of the deadline to complete the initial business combination from July 12, 2027 to a later date. In connection with this vote, public shareholders holding 22,447,232 shares redeemed their shares for approximately $10.79 per share, for a total redemption amount of $242,175,471.

3. Founder Share Conversion: 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.

Results of Operations

SIM Sponsor 1 has not yet generated any operating revenues, as it is still in the process of identifying and evaluating potential business combination targets. The company’s only activities to date have been organizational and related to its initial public offering and the search for a business combination target.

For the three months ended June 30, 2026, the company 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 six months ended June 30, 2026, the company had net income of $2,410,573, which includes $3,169,731 of interest income offset by $759,158 of general and administrative costs.

Liquidity, Capital Resources and Going Concern

As of June 30, 2026, the company had $6,112,563 in cash and marketable securities held in the trust account and $260,436 in cash held outside the trust account. The company intends to use substantially all of the funds held in the trust account to complete its initial business combination.

In connection with the extension of the combination period, public shareholders redeemed 22,447,232 shares for $242,175,471, which was paid from the trust account. This has significantly reduced the amount of funds available in the trust account.

The company has until July 12, 2027 to consummate a business combination. If a business combination is not completed by this date, the company will be required to liquidate. This raises substantial doubt about the company’s ability to continue as a going concern.

The company may seek to further extend the combination period, but this would require shareholder approval and would result in additional redemptions, further reducing the funds available for a business combination.

Contractual Obligations

The company’s key contractual obligations include:

1. Promissory Note with Sponsor: On March 18, 2026, the company issued a promissory note to the sponsor for up to $1,500,000, with an interest rate of 12% per annum. As of June 30, 2026, the company had borrowed $736,841 under this note.

2. Administrative Services Agreements: The company has entered into administrative services agreements to pay $10,000 per month to an affiliate of the sponsor for office space and support, and $20,000 per month to Dominari Holdings Inc. and an affiliated entity of the CFO.

3. Fee Reduction Agreement: The company has entered into a fee reduction agreement with the underwriters, reducing the deferred underwriting fee from $10,950,000 to a Reduced Deferred Fee of 1.5% of the amount delivered from the trust account upon the closing of the initial business combination.

Going Concern

Management has determined that the company currently lacks the liquidity needed to sustain operations for at least one year from the date the financial statements were issued. Additionally, if the company is unable to complete an initial business combination by July 12, 2027, it will be required to liquidate. These conditions raise substantial doubt about the company’s ability to continue as a going concern.

The company plans to consummate an initial business combination prior to the end of the combination period, but there can be no assurance that these plans will be successful.