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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): April
26, 2026
SIM Acquisition Corp. I
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42164 |
|
35-2838851 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
725 Fifth Avenue, 22nd Floor, New York, New York
10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (833) 746-2001
Not Applicable
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
SIMAU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A ordinary shares, par value $0.0001 per share |
|
SIMA |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
SIMAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events
Entry into a Letter of Intent
On April 26, 2026, SIM Acquisition Corp. I, a Cayman
Islands exempted company (the “Company”) and American Industrial Technologies, Inc., a Nevada corporation (“AIT”,
together with the Company, the “Parties”) entered into a non-binding Letter of Intent (the “LOI”)
for the acquisition (“Acquisition”) by the Company of 100% of the outstanding equity and equity equivalents of AIT
upon the terms and conditions to be set forth in certain definitive documents, to be negotiated by the Parties (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 parties intend 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. During
the initial 45-day period from the date of the LOI, the parties have agreed not to solicit or encourage submission of, or participate
in discussions or enter into any agreement regarding any other acquisition proposal, which period will automatically renew for one additional
15-day period if the Parties continue to work in good faith towards negotiation of the proposed transaction.
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.
On April 28, 2026, the Company issued a press release
announcing the signing of the LOI. A copy of the press release is furnished hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated April 28, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
SIM ACQUISITION CORP. I |
| |
|
|
| Date: April 28, 2026 |
By: |
/s/ David Kutcher |
| |
|
Name: David Kutcher |
| |
|
Title: Chief Financial Officer |
Exhibit 99.1
SIM Acquisition
Corp. I Announces Letter of Intent with AIT for deSPAC Business Combination
NEW YORK, April 28, 2026 - SIM Acquisition
Corp. I (Nasdaq: SIMA) (“SIM”) today announced the execution of a non-binding letter of intent (“LOI”) with American
Industrial Technologies, Inc. (“AIT”), a Nevada corporation, for a proposed deSPAC business combination.
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. For more information about AIT, visit www.weareAIT.com
“After more than three decades in telecom, we’re
proud to be at the center of bringing manufacturing back to the United States while simultaneously expanding our footprint across Europe
and Latin America,” said John Chiorando, CEO and Founder of AIT. “Our next chapter is about developing new verticals around
drones and secure, encrypted devices built for law enforcement, government, and enterprise agencies. We believe that partnering with
SIM will help AIT accelerate its move into these new channels.”
Anthony Hayes, Chairman of SIM stated, “We
believe AIT’s evolution into a fully integrated provider of hardware, logistics, and secure connectivity solutions creates a unique
value proposition in today’s market. Their established carrier relationships, combined with new investments in U.S.-based production
and advanced technologies, position the business at the intersection of several critical industry shifts. We are pleased to take this
important step towards a potential business combination.”
Non-Binding Letter of Intent
The LOI is non-binding and subject to the execution
of definitive agreements, completion of due diligence, required approvals, and customary closing conditions. There can be no assurance
that a transaction will be completed.
Exclusivity
The parties have agreed to an initial 45-day
exclusivity period to undertake due diligence and negotiate a definitive Business Combination Agreement.
About SIM Acquisition Corp
I
SIM Acquisition Corp. I is a blank check company
formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. Its board of directors is comprised of Anthony Hayes, David Kutcher, Kyle Haug, Matthew Saker and Jarrett
Gorlin.
Forward-Looking Statements
This press release contains
certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws
with respect to the potential business combination between SIM and AIT. These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“think,” “strategy,” “future,” “opportunity,” “potential,” “plan,”
“seeks,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These factors include, but are
not limited to, whether a definitive agreement for the proposed business combination transaction will be entered into; whether such business
combination transaction, or any other contemplated transaction, may be completed with different terms, in an untimely manner, or not at
all; whether the parties will be able to realize the benefits of the proposed business combination transaction described herein; market
and other conditions. The parties do not undertake an obligation to update or revise any forward-looking statement. Investors should read
the risk factors set forth in SIM’s Annual Report on Form 10-K and periodic reports filed with the SEC. All of SIM’s forward-looking
statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only
as of the date thereof, and the parties assume no obligation to update or revise these statements unless otherwise required by law.
No Offer or Solicitation
This press release
is not a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the potential business combination
and will not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities, nor will there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the proposed transaction, SIM intends to file a registration statement
on Form S-4 with the SEC. Investors are urged to review these materials when available at www.sec.gov.
Contacts:
SIM Acquisition Corp. I
https://www.simspacs.io/spacs/sim-acquisition-corp
spac@sauvegarder.io
