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.
Positive
None.
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Insights
Schedule 13G/A clarifies control and conversion mechanics for founder shares.
The filing lists 7,526,669 Class B Ordinary Shares that are convertible one-for-one into Class A Ordinary Shares and states this amount equates to 24.7% based on November 13, 2025 outstanding share figures. It attributes voting and investment discretion to Eric Newman as managing member of the sponsor-related entities.
Key dependencies include the automatic conversion on or after the Business Combination and the sponsor membership transfers described; subsequent ownership or voting changes will be reflected only in later statements.
Amendment records sponsor ownership transfers and provides a precise beneficial‑ownership snapshot.
The filing explains that certain Buyers acquired membership interests in the Sponsor on January 28, 2026 and that, as of February 19, 2026, the Reporting Persons may be deemed to beneficially own 7,526,669 Class B shares. The Schedule preserves the conversion mechanics and the basis for the 24.7% figure tied to the issuer's Form 10-Q outstanding count.
Cash‑flow treatment and any planned dispositions are not described in this excerpt; future filings may update ownership percentages if conversions or transfers occur.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SIM ACQUISITION CORP. I
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G8431T101
(CUSIP Number)
01/28/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G8431T101
1
Names of Reporting Persons
SIM Sponsor 1 LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,526,669.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,526,669.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,526,669.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The 7,526,669 founder shares referred to in Rows 5, 7, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-280274). SIM Sponsor 1 LLC is the record holder of the Class B Ordinary Shares reported herein. Eric Newman is the managing member of Conroy Partners LLC, the managing member of SIM Sponsor 1 LLC and has voting and investment discretion with respect to the securities held of record by SIM Sponsor 1 LLC. The 7,526,669 founder shares referred to in Rows 5, 7, and 9 exclude 6,000,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable. The percentage in Row 11 is based on 23,000,000 Class A Ordinary Shares issued and outstanding as of November 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the Securities and Exchange Commission on November 13, 2025 and assumes conversion of the 7,526,669 Class B Ordinary Shares owned by SIM Sponsor 1 LLC.
SCHEDULE 13G
CUSIP No.
G8431T101
1
Names of Reporting Persons
Conroy Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,526,669.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,526,669.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,526,669.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The 7,526,669 founder shares referred to in Rows 6, 8, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-280274). SIM Sponsor 1 LLC is the record holder of the Class B Ordinary Shares reported herein. Eric Newman is the managing member of Conroy Partners LLC, the managing member of SIM Sponsor 1 LLC and has voting and investment discretion with respect to the securities held of record by SIM Sponsor 1 LLC. The 7,526,669 founder shares referred to in Rows 5, 7, and 9 exclude 6,000,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable. The percentage in Row 11 is based on 23,000,000 Class A Ordinary Shares issued and outstanding as of November 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the Securities and Exchange Commission on November 13, 2025 and assumes conversion of the 7,526,669 Class B Ordinary Shares owned by SIM Sponsor 1 LLC.
SCHEDULE 13G
CUSIP No.
G8431T101
1
Names of Reporting Persons
Eric Newman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,526,669.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,526,669.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,526,669.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 7,526,669 founder shares referred to in Rows 6, 8, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-280274). SIM Sponsor 1 LLC is the record holder of the Class B Ordinary Shares reported herein. Eric Newman is the managing member of Conroy Partners LLC, the managing member of SIM Sponsor 1 LLC and has voting and investment discretion with respect to the securities held of record by SIM Sponsor 1 LLC. The 7,526,669 founder shares referred to in Rows 5, 7, and 9 exclude 6,000,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable. The percentage in Row 11 is based on 23,000,000 Class A Ordinary Shares issued and outstanding as of November 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the Securities and Exchange Commission on November 13, 2025 and assumes conversion of the 7,526,669 Class B Ordinary Shares owned by SIM Sponsor 1 LLC.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SIM ACQUISITION CORP. I
(b)
Address of issuer's principal executive offices:
C/O Dominari Holdings Inc. 725 Fifth Ave, 23rd Floor, New York, NY 10022
Item 2.
(a)
Name of person filing:
SIM Sponsor 1 LLC, Conroy Partners LLC, and Eric Newman (collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
C/O Dominari Holdings Inc.
C/O Dominari Holdings Inc. 725 Fifth Ave, 23rd Floor, New York, NY 10022
(c)
Citizenship:
Each of SIM Sponsor 1 LLC and Conroy Partners LLC is a limited liability company formed in Delaware. Eric Newman is a citizen of the United States of America.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G8431T101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
On January 28, 2026, certain accredited investors (the "Buyers") acquired all of the membership interests in the Sponsor owned by the non-managing members of the Sponsor pursuant to a securities purchase agreement between the Buyers and the Sponsor, as the representative of the non-managing members of the Sponsor. Simultaneously with such transaction, the Buyers also acquired all of the membership interests of Conroy Partners LLC, the managing member of the Sponsor, pursuant to a member interest purchase agreement. As a result of the foregoing transactions, the Buyers own all of the membership interests in the Sponsor. As of February 19, 2026, the Reporting Persons may be deemed to beneficially own 7,526,669 of the Issuer's Class B Ordinary Shares. Eric Newman is the managing member of Conroy Partners LLC, the managing member of SIM Sponsor 1 LLC, and has voting and investment discretion with respect to the securities held of record by SIM Sponsor 1 LLC. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement.
(b)
Percent of class:
The 7,526,669 Class B Ordinary Shares owned by the Reporting Persons constitute 24.7% of the total number of Class A Ordinary Shares issued and outstanding as of November 13, 2025 and assuming the conversion of all 7,526,669 Class B Ordinary Shares owned by SIM Sponsor 1 LLC. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination on a one-for-one basis and may be converted at any time prior to the Business Combination at the option of the holder on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-280274). The percentage of the Class B Ordinary Shares held by the Reporting Persons is based on 23,000,000 Class A Ordinary Shares issued and outstanding as of November 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the Securities and Exchange Commission on November 13, 2025 and assuming the conversion of all 7,526,669 Class B Ordinary Shares owned by SIM Sponsor 1 LLC.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
SIM Sponsor 1 LLC
Signature:
/s/ Eric Newman
Name/Title:
Manager
Date:
02/19/2026
Conroy Partners LLC
Signature:
/s/ Eric Newman
Name/Title:
Manager
Date:
02/19/2026
Eric Newman
Signature:
/s/ Eric Newman
Name/Title:
Individual
Date:
02/19/2026
Exhibit Information
99.1 Joint Filing Agreement, dated February 19, 2026.
What does SIMA's Schedule 13G/A report about founder shares?
The filing reports beneficial ownership of 7,526,669 Class B founder shares. It states those shares convert one‑for‑one into Class A shares and are the basis for the disclosed percentage ownership.
How much of SIM Acquisition Corp. I do the reported shares represent?
The Schedule states the 7,526,669 convertible Class B shares represent 24.7% of Class A shares outstanding as of November 13, 2025. This percentage assumes conversion of the Class B shares.
Who holds voting and investment discretion over the reported shares?
Eric Newman is identified as the managing member with voting and investment discretion for the securities held of record by SIM Sponsor 1 LLC and related entities.
Did ownership of the sponsor change prior to this filing?
Yes. The filing says Buyers acquired membership interests in the Sponsor on January 28, 2026, and the Buyers now own all sponsor membership interests according to the Schedule.
Are the Class B shares currently converted into Class A shares?
The Schedule explains the Class B shares are automatically convertible into Class A shares with or immediately following the Business Combination and may be converted earlier at the holder's option.
