DEF 14A of SIM Acquisition Corp. I
Filed Mar 31, 20260001213900-26-036598
Interests of the Sponsor and SIM’s Directors and Officers
Interests of the Sponsor and SIM’s Directors and Officers When you consider the recommendation of the Board, SIM shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board and officers of SIM have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to SIM shareholders that they approve the Extension Amendment Proposal. SIM shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:
Interests of the Sponsor and SIM’s Directors and Officers
| ● | if the Extension Amendment Proposal is not approved, and a business combination is not completed on or before July 11, 2026, the 7,666,667 Founder Shares held by the Sponsor and current and former directors of the Board, which were acquired for an aggregate purchase price of $25,000 and 6,000,000 Private Placement Warrants owned by the Sponsor, will all be worthless (as the holders have waived liquidation rights with respect to such shares). Assuming such Founder Shares and Private Placement Warrants have a value equal to Class A Ordinary Shares and Public Warrants, respectively, such securities would have had an aggregate market value of approximately $83,610,003.57 million based on the last sale price of approximately $10.71 and $0.25 of the Class A Ordinary Shares and warrants, respectively, on the Nasdaq Global Market on March 27, 2026; | | ● | the fact that the Sponsor and SIM’s directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve an initial business combination; |
Interests of the Sponsor and SIM’s Directors and Officers
| ● | the fact that the holders of the Founder Shares, including the Sponsor and SIM’s directors and officers, have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any of the Founder Shares held by them and the Sponsor and SIM’s officers and directors will not be reimbursed for any out-of-pocket expenses, if SIM fails to complete an initial business combination on or before July 11, 2026, and the Extension Amendment Proposal is not approved. Accordingly, the Sponsor, SIM’s officers and directors will lose their entire investment in SIM if SIM fails to complete an initial business combination on or before July 11, 2026, and the Extension Amendment Proposal is not approved; |
Interests of the Sponsor and SIM’s Directors and Officers
| ● | the continued indemnification of SIM’s existing directors and officers and the continuation of SIM’s directors’ and officers’ liability insurance after a business combination; and | | ● | the fact that if the Trust Account is liquidated, including in the event SIM is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify SIM to the extent necessary to preserve the proceeds in the Trust Account, provided that such obligation shall only apply to the extent necessary any such claims for services rendered or contracted for or products sold to SIM, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay SIM’s tax obligations, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under SIM’s indemnity of the underwriters of SIM’s initial public offering against certain liabilities, including liabilities under the Securities Act. Additionally, if the Extension Amendment Proposal is approved and SIM consummates a business combination, the officers and directors may have additional interests as described in the proxy statement/prospectus for such transaction. |