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SIM Acquisition Corp. I is a Cayman Islands SPAC that raised $230,000,000 in its July 2024 IPO and placed the proceeds in a trust account. As of December 31, 2025, the trust held about $10.59 per public share and approximately $245.1 million was available for a business combination before deferred underwriting commissions and taxes.
On January 28, 2026, new investors acquired all interests in the sponsor, triggering a leadership change and a shift in strategy away from healthcare toward U.S.-focused businesses that support domestic manufacturing, innovation ecosystems, and critical supply chains. The underwriters agreed to reduce deferred fees from $10,950,000 to a cash fee equal to 1.5% of trust funds delivered at closing of the initial business combination.
The company entered a new administrative services agreement with Dominari Holdings Inc. at $20,000 per month and issued a $1,500,000 promissory note to the sponsor bearing 12% interest with a 5% original issue discount, due at the earlier of a business combination or liquidation. SIM Acquisition must complete an initial business combination by July 11, 2026 or redeem public shares and liquidate the trust, subject to shareholder-approved extensions and Nasdaq’s 36-month SPAC completion requirement.
SIM Acquisition Corp. I entered into a new administrative services agreement with Dominari Holdings Inc., under which it will pay $20,000 per month for office space, utilities, and administrative support until either it completes an initial business combination or is liquidated.
The company also issued a master promissory note to SIM Sponsor 1 LLC for working capital, allowing drawdowns up to $1,500,000. The note carries 12% annual interest, includes a 5.0% original issue discount, and matures on the earlier of the closing of a business combination or the company’s liquidation. Both Dominari and the lender waive any claims to funds held in the SPAC’s trust account, protecting amounts reserved for public shareholders.
SIM Acquisition Corp. I reported an internal restructuring transaction involving its sponsor. SIM Sponsor 1 LLC, a ten percent owner, recorded an "other" transaction in which 120,000 Class B ordinary shares were assigned to the reporting persons for no consideration by two resigning directors. Following this transfer, the reporting persons together held 7,646,669 Class B ordinary shares. These Class B shares automatically convert into Class A ordinary shares at the time of the company’s initial business combination, or earlier at the holder’s option, on a one-for-one basis and have no expiration date.
SIM Acquisition Corp. I files an amended Schedule 13G/A reporting beneficial ownership of 7,526,669 founder Class B ordinary shares. The filing states those Class B shares convert one-for-one into Class A ordinary shares and represent 24.7% of Class A shares outstanding on November 13, 2025 assuming conversion. The Schedule discloses that, following purchases of membership interests in the sponsor, the Buyers now own all sponsor membership interests and that Eric Newman is the managing member with voting and investment discretion over the reported shares.
SIM Acquisition Corp. I reported an administrative change in the control of its sponsor entity rather than a traditional buy or sell of shares. The Form 4 shows a code J "other" transaction involving Class B ordinary shares, with 7,526,669 Class B ordinary shares reported as held directly after the event.
Footnotes explain that on January 28, 2026, certain accredited investors acquired all membership interests in SIM Sponsor 1 LLC and in Conroy Partners LLC, the sponsor’s managing member. As a result, Eric Newman became the manager of Conroy Partners LLC and now holds voting and investment discretion over the ordinary shares held of record by the sponsor, and may be deemed to beneficially own those securities to the extent of his pecuniary interest, which he otherwise disclaims.
The filing also notes that the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to adjustments, and that these Class B shares have no expiration date.
Acquisition Corp. I filed an initial insider ownership report for its Chief Executive Officer, Christopher Franklin Devall. The filing states that, as of the reported event date, the CEO beneficially owns no shares or derivative securities of Acquisition Corp. I.
Acquisition Corp. I reported several changes tied to a sponsor ownership transition, including revised underwriting fees, leadership turnover and new board appointments. The company and its sponsor agreed with Cantor Fitzgerald to replace the original deferred underwriting commission of $10,950,000 with a cash fee equal to 1.5% of the amounts released from the trust account at the initial business combination closing, with Cantor able to demand the original fee if the reduced fee is not fully paid.
The company terminated its Administrative Services Agreement with an affiliate of the sponsor, with all accrued obligations under that agreement waived. In connection with a sponsor acquisition, the chairman/CEO and two directors resigned, a new CEO, Christopher Devall, was appointed, and four new directors are slated to join following the mailing of a Schedule 14F-1. Accredited investors now own all membership interests in the sponsor, and the sponsor acquired 2,000,000 private placement warrants from Cantor.