SIMAU 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following isare abrief partial listdescriptions of material risks, uncertainties and other factors that could have a material effect on us and our operations:

For additionalmore detailed descriptions of these and other risks relating to our operations,Company,, other than as set forth above, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement andStatement, (ii) 2024 FirstAnnual QuarterReport, and (iii) Quarterly Reports on Form 10-Q 10-Q.for the quarterly periods ended September 30, 2025, June 30, 2025, March 31, 2025 and March 31, 2024, as filed with the SEC on August 14, 2025, May 14, 2025 and August 23, 2024, respectively. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 29, 2024 (inception) to December 31, 20242025 have been been(i) organizational activities and those(ii) necessaryactivities relating to prepare for and consummate(x) the Initial Public Offering, and following(y) identifying and evaluating theprospective closingacquisition ofcandidates and activities in connection with the Initial Public Offering, searching for a target with which to consummate ainitial Business Combination. Following the Initial Public Offering, weWe 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 followingsubsequent to the Initial Public Offering. After the Initial Public Offering, we haveand 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.

For the three monthsyear ended December 31, 2024,2025, we had net income of $2,436,140,$8,789,649, which includes $2,695,350$9,795,490 of interest income earned on the Trust Account, offset by $259,210$1,005,841 of general and administrative costs.

We have available to us approximately $697,085$65,427 of proceeds held outside the Trust Account, as of December 31, 2024.2025. 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 corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our 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 be required. If we complete our initial Business Combination, we would repay such Working Capital Loans. In the event that our initial Business Business Combination does not close, we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds from 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.

WeOther 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.

Commencing on July 10, 2024, and untilterminated completionon ofJanuary our28, initial Business Combination or liquidation,2026, we paypaid 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$110,000 incurred and paid for the year ending December 31, 2024.2025.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in the Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual Report, (iii) 2025 Annual Report. (iv) Quarterly Reports on Form 10-Q for the periods ended March 31, 2026, June 30, 2025, March 31, 2025, and March 31, 2024 and (v) Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 31, 2026. As of the date of the Report, there have been no material changes with respect to those risk factors ,factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

On April 26, 2026, wethe Company entered into a non-binding Letter of Intent (the “LOI”) with American Industrial Technologies, Inc., a Nevada corporation (“AIT”) for ourits acquisition (“Acquisition”) of 100% of the outstanding equity and equity equivalents of AIT upon the terms and conditions to be set forth in certain definitive documents and negotiations (the “Definitive Documents”).

Among other segments, AIT will operate Q1, which is a 33-year leader in telecommunications that has evolved into a fully integrated platform spanning manufacturing, logistics, distribution, and connected device ecosystems. Building on its deep relationships with Tier 1 and Tier 2 carriers, AIT has scaled a robust Third-Party Logistics and Fourth-Party Logistics and e-commerce infrastructure that supports global distribution across the United States, Europe, and Latin America.

The Company intends to negotiate the Definitive Documents that will incorporate the provisions of the LOI as well as other terms and conditions typical for transactions of this nature. Other than the provisions relating to confidentiality, expenses, exclusivity, waiver against trust, termination, governing law, jurisdiction, waiver of jury trial and miscellaneous, no terms of the LOI are binding until the Definitive Documents are signed by the Parties (as defined in the LOI).parties.

We have neither engaged in any operations nor generated any revenues to date. Our only activities fromsince January 29, 2024 (inception) tothrough MarchJune 31,30, 2026 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 investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had net income of $2,028,399$382,174, which includes $2,155,309$1,014,422 of interest income earned on the Trust Account, offset by $126,910$632,248 of general and administrative costs. For the three months ended MarchJune 31,30, 2025, we had net income of $2,222,746$2,297,552, which includes $2,464,218$2,479,087 of interest earned on the Trust Account, offset by $241,472$181,535 of general and administrative costs.

On July 11, 2024 we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the Underwriters of their Over-Allotment Option in the amount of 3,000,000 Option Units, at $10.00 per unit, generating gross proceeds of $230,000,000. The net proceeds from the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement for an aggregate purchase price of $6,000,000, after deducting offering expenses of approximately $477,616 and underwriting commissions of $4,000,000 (excluding the Original Deferred Fee (as defined below) of $10,950,000), was $231,522,384. $230,000,000 haswas beeninitially helddeposited in the Trust Account, which includes the Reduced Deferred Fee (as defined above.)Account.

As of MarchJune 31,30, 2025,2026, we had cash held outside of the Trust Account of approximately $468,399.$260,436. We will use these funds primarily to 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.

In order to fund working capital capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete our initial Business Combination, we intend to 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 will 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. 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. On March 18, 2026, the Company issued the WCL Promissory Note in the aggregate principal amount of up to $1,500,000 to the Sponsor. Pursuant to the WCL Promissory Note, the interest rate is 12.0% per annum, based on actual days / 360 and each draw carries a 5.0% original issue discount (OID). The WCL Promissory Note iswould be due and payable upon the earlier to occur of: (1) our initial Business Combination, or (2) our liquidation. As of MarchJune 31,30, 2026 and December 31, 2025, the Company borrowed a total of $736,841 and $0.00, respectively, under Working Capital Loans pursuant to the WCL Promissory Note.

We have until July 12, 2027 to consummate a Business Combination. It is uncertain that we 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 our Company. 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 MarchJune 31,30, 2026, Management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The unaudited condensed financial statements included in this Report under “Item 1. Financial Statements” do not include any adjustments that may be necessary if we are unable to continue as a going concern. In addition, our cash balance does not exceed our current budgeted operating requirements, and Management has concluded that this indicates we will not have sufficient liquidity to meet its obligations as they become due within one year after the date the unaudited condensed financial statements included in this Report under “Item 1. Financial Statements” are issued.

We paid an$10,000 aggregate of $20,000 per month to theour Sponsor or an affiliate thereof for office space, utilities, and secretarial and administrative support pursuant to an administrative administrative services agreement, dated July 9, 2024, by and between us and SIM Management LP, an affiliate of the Sponsor. We began incurring these fees on MarchJuly 18,9, 20262024 and were to continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. On January 28, 2026, such administrative services agreement was terminated, and any accrued obligations under the Administrative Services Agreement were waived.

On March 18, 2026, we entered into an administrative series agreement with Dominari Holdings Inc. (“Dominari”), pursuant to which Dominari will provide office space, utilities and secretarial and administrative support to us in exchange for $20,000 per month. Mr. Hayes, our Chairman, is the Chief Executive Officer of Dominari. Commencing in May 2026, such $20,000 monthly fee has been paid $10,000 per month to Dominari and $10,000 per month to an affiliated entity of Mr. Kutcher, our Chief Financial Officer.

Pursuant to the Underwriting Agreement, Cantor was previously entitled to receive deferred underwriting commissions in the aggregate amount of $10,950,000 (the “Original Deferred Underwriting Fee”) upon the consummation of our initial Business Combination. On January 28, 2026, we entered into a fee reduction agreement with theour Sponsor and Cantor, as representative of the Underwriters (the “Fee Reduction Agreement”). Pursuant to the Fee Reduction Agreement, and subject to the consummation of a Business Combination, Cantor has instead agreed to receive a non-refundable cash fee equal to 1.5% of the aggregate amount delivered from the Trust Account upon the closing of our initial Business Combination (the “Reduced Deferred Fee”). 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. 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.

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements included in this Report under “Item 1. Financial Statements”, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates. As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any critical accounting estimates to be disclosed.