Financial Overview - The company completed its Initial Public Offering on July 11, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[18]. - A private sale of 6,000,000 Private Placement Warrants was completed simultaneously, generating an additional $6,000,000 in gross proceeds[19]. - The total proceeds of $230,000,000 from the IPO and Private Placement were placed in a Trust Account[20]. - The company has approximately $245.1 million available for a Business Combination as of December 31, 2025, before accounting for deferred underwriting commissions and taxes[60]. - The company has approximately $65,427 of proceeds held outside the Trust Account as of December 31, 2025, to fund dissolution costs[109]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, with net proceeds of $231,522,384 after deducting offering expenses[177]. Business Combination Requirements - The company must complete its initial Business Combination by July 11, 2026, or face termination and distribution of Trust Account funds[31]. - The company is required to complete Business Combinations with a fair market value of at least 80% of the Trust Account assets[47]. - The company intends to structure its initial Business Combination to acquire at least 50% of the voting securities of the target business[48]. - The company may pursue Business Combinations with financially unstable or early-stage businesses, which could introduce various risks[61]. - The company has not yet selected a Business Combination target and is open to opportunities across various industries and geographies[63]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[105]. Management and Strategy - The management team aims to leverage extensive industry relationships to create a pipeline of business combination opportunities[38]. - The management team includes experienced professionals with a strong background in mergers and acquisitions, enhancing the company's competitive positioning[43]. - The company aims to target businesses that are well-positioned for long-term growth and aligned with U.S. industrial capacity and innovation[63]. - The company may seek to recruit additional managers to enhance the management of the target business post-combination[74]. - The determination of whether key personnel will remain with the combined company will be made at the time of the initial Business Combination[73]. Shareholder Considerations - Shareholders may redeem their Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[84]. - The company will provide Public Shareholders with the opportunity to redeem their shares regardless of their voting decision on the initial Business Combination[87]. - The company requires 7,666,667 Public Shares, or 33.3% of the 23,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of an initial Business Combination for approval[92]. - A Public Shareholder may redeem their shares regardless of their voting stance on the proposed transaction[94]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[99]. Financial Risks and Obligations - The company may need to raise additional funds to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[184]. - The company may incur substantial debt to complete a Business Combination, adversely affecting its financial condition[134]. - The company is liable to ensure that the Trust Account does not fall below $10.00 per Public Share due to third-party claims[112]. - If the Trust Account value drops below $10.00 per Public Share, shareholders may receive less than this amount upon redemption[113]. - The company has not verified whether its Sponsor has sufficient funds to meet indemnity obligations, raising concerns about potential claims against the Trust Account[112]. Regulatory and Compliance - The company is subject to SEC reporting obligations, including filing annual, quarterly, and current reports[119]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[124]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[127]. - The company is considered a "controlled company" under Nasdaq standards, as more than 50% of the voting power for director appointments is held by a single entity[128]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[202]. Operational Challenges - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and evaluating acquisition candidates[173]. - The company may face competition from other SPACs and private equity groups, which could limit its ability to acquire larger target businesses[117]. - Increased competition for attractive targets among SPACs may raise costs and complicate the completion of Business Combinations[130]. - The company may face challenges in obtaining additional financing for its initial Business Combination or funding operations of a target business[129]. - The absence of a specified maximum redemption threshold may allow the company to complete a Business Combination even if a substantial majority of Public Shareholders disagree[134]. Miscellaneous - The Company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[149]. - The Company completed the private sale of 6,000,000 warrants at a price of $1.00 per warrant, totaling $6,000,000[152]. - The Units commenced public trading on July 10, 2024, while Public Shares and Public Warrants began trading separately on August 30, 2024[147]. - The Company is focusing on pursuing an initial Business Combination in the healthcare industry[157]. - The Company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[142].

Financial Performance - The company generated net income of $2,252,165 for the three months ended September 30, 2025, including $2,510,176 of interest income from the Trust Account, offset by $258,011 in general and administrative costs[95]. - For the nine months ended September 30, 2025, the company reported net income of $6,772,463, which includes $7,453,481 of interest income, with general and administrative costs amounting to $681,018[96]. Initial Public Offering - The company completed its Initial Public Offering on July 11, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units, with net proceeds of $231,522,384 after deducting offering expenses[99]. Trust Account and Investments - The funds held in the Trust Account are primarily invested in money market funds and are intended for the Business Combination, with $230,000,000 currently held in the Trust Account[100]. - The company has approximately $1,500,000 of proceeds held outside the Trust Account available for operational expenses prior to the Business Combination[102]. Business Combination and Going Concern - The company has until July 11, 2026, to complete a Business Combination, after which it will liquidate if not completed, raising substantial doubt about its ability to continue as a going concern[104]. - The company may need to raise additional funds if the costs of identifying and negotiating a Business Combination exceed current estimates[105]. Expenses and Obligations - The company has no long-term debt or significant contractual obligations other than a monthly payment of $10,000 to the Sponsor for administrative support[107]. - The underwriters are entitled to a deferred underwriting commission of $10,950,000 upon the completion of the initial Business Combination[108]. - The company has incurred increased expenses due to being a public company, including legal and compliance costs, but has not generated any operating revenues to date[94].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,297,552, which includes $2,479,087 of interest income earned on the Trust Account[90]. - For the six months ended June 30, 2025, the company had a net income of $4,520,298, including $4,943,305 of interest income earned on the Trust Account[91]. - The company has incurred general and administrative costs of $181,535 for the three months ended June 30, 2025, and $423,007 for the six months ended June 30, 2025[90][91]. Initial Public Offering - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option[95]. Business Combination - The company has until July 11, 2026, to consummate a Business Combination, after which it will cease operations and redeem 100% of the outstanding Public Shares if not completed[87]. - The company has not engaged in any operations or generated revenues to date, focusing solely on preparing for the Initial Public Offering and searching for a Business Combination target[89]. - The SEC adopted new rules in 2024 that may materially affect the company's ability to negotiate and complete its initial Business Combination[88]. Financial Position - The Trust Account holds $230,000,000, which is invested in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act[96]. - The company does not expect to need additional funds to meet operating expenditures prior to the initial Business Combination, but may require additional financing for transaction costs[99][101]. - The company has no long-term debt or significant contractual obligations other than an agreement to pay $10,000 per month to the Sponsor for administrative support[103].

Financial Performance - The company generated net income of $2,222,746 for the three months ended March 31, 2025, which includes $2,464,218 of interest income from the Trust Account, offset by $241,472 in general and administrative costs [94]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) on July 11, 2024, raised gross proceeds of $230,000,000 from the sale of 23,000,000 Units, including a full exercise of the underwriters' over-allotment option [98]. - The net proceeds from the IPO, after deducting offering expenses of approximately $477,616 and underwriting commissions of $4,000,000, amounted to $231,522,384, with $230,000,000 held in the Trust Account [98]. Company Operations - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and preparing for the IPO [93]. - The company intends to use substantially all funds in the Trust Account for the initial Business Combination and may withdraw interest to cover tax obligations [100]. - As of March 31, 2025, the company has approximately $1,500,000 of proceeds held outside the Trust Account for operational expenses related to identifying and evaluating target businesses [101]. - The company has incurred monthly fees of $10,000 to the Sponsor for office space and administrative support since July 9, 2024 [106]. Regulatory Environment - The company is subject to new SEC rules for SPACs adopted in 2024, which may affect its ability to negotiate and complete the initial Business Combination [92]. Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [105]. - The company must complete its initial Business Combination by July 11, 2026, or it will cease operations and redeem outstanding Public Shares [91].

IPO and Fundraising - The company completed its Initial Public Offering on July 11, 2024, raising gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit[22]. - An additional $6 million was generated from the private sale of 6 million Private Placement Warrants at $1.00 each, with the Sponsor purchasing 4 million and Cantor purchasing 2 million[23]. - The total proceeds of $236 million from the IPO and Private Placement were placed in a Trust Account maintained by Continental[24]. - Net proceeds from the IPO, after deducting offering expenses of approximately $477,616 and underwriting commissions of $4,000,000, amounted to $231,522,384[152]. - The funds held in the Trust Account, totaling $230,000,000, are invested in money market funds and are intended to facilitate a Business Combination[153]. - The company has approximately $697,085 of proceeds held outside the Trust Account as of December 31, 2024, to identify and evaluate target businesses[155]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial Business Combination[52]. - The company may raise funds through equity-linked securities or loans to satisfy minimum cash requirements for the initial Business Combination[88]. Business Combination Requirements - The company must complete its initial Business Combination by July 11, 2026, or face termination unless shareholder approval is obtained for an extension[25]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[35]. - The company intends to target businesses in the healthcare industry, although no specific target has been selected yet[51]. - The company may incur costs related to the identification and evaluation of target businesses, which could reduce available funds for future Business Combinations[57]. - The company may conduct redemptions without shareholder approval under certain conditions, but will seek approval if required by law or stock exchange rules[64]. - The company anticipates needing 7,666,667, or 33.3%, of the 23,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of the initial Business Combination for approval[82]. - If the aggregate cash consideration for redemptions exceeds the available cash, the company will not complete the initial Business Combination or redeem any Public Shares[88]. - The company will provide Public Shareholders with redemption rights regardless of their voting stance on the initial Business Combination[84]. Management and Team Experience - The Management Team has extensive experience in healthcare-related investments and SPAC Business Combinations, enhancing their ability to identify and execute potential targets[32]. - The Management Team's network and relationships are expected to provide a substantial number of potential initial Business Combination targets, enhancing deal-sourcing opportunities[42]. - The company has established criteria for evaluating prospective target businesses, focusing on industry expertise, sourcing, execution, and operational value-add[31]. - Dr. Delos Marshall Cosgrove has significant experience in healthcare, having served as CEO of Cleveland Clinic from 2004 to 2017, and holds 30 patents for medical innovations[177]. - Ms. Janine Grasso has a strong background in business development and strategic partnerships, previously serving as Vice President at Verizon and leading the Blockchain Ecosystem at IBM[178]. - Mr. Vincent Capone has over 20 years of experience in corporate and securities law, and currently serves as CFO and General Counsel at Spectral AI[179]. Financial Performance and Projections - The company reported a net income of $2,436,140 for the three months ended December 31, 2024, which includes $2,695,350 of interest income earned on the Trust Account[147]. - For the period from January 29, 2024 (inception) to December 31, 2024, the company had a net income of $4,747,104, including $5,322,812 of interest income earned on the Trust Account[147]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[146]. - The company incurred $259,210 in general and administrative costs for the three months ended December 31, 2024[147]. - The company has no long-term debt or capital lease obligations[159]. - As of December 31, 2024, the company believes it has sufficient funds for working capital needs for at least one year[157]. Risks and Challenges - The company may face risks associated with a lack of diversification, as its success may depend on the performance of a single business post-Business Combination[58]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses due to financial resource constraints[109]. - The company may seek to extend the Combination Period, which could adversely affect the amount held in its Trust Account[145]. - The company has a Trust Account that may be subject to cybersecurity risks, which could lead to financial loss[126]. - In the event of bankruptcy, the Trust Account proceeds may be subject to claims from creditors, potentially affecting the redemption amount for Public Shareholders[107]. Governance and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[111]. - Financial statements of prospective target businesses must comply with GAAP or IFRS, which may limit the pool of potential candidates for the initial Business Combination[112]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until it meets specific revenue or market value thresholds[116][118]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations until it meets certain market value or revenue criteria[119]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[182]. - The Audit Committee is composed of independent directors, including Mr. Capone, Ms. Grasso, and Dr. Cosgrove, ensuring compliance with Nasdaq standards[186]. - The company has established insider trading policies to promote compliance with applicable laws and Nasdaq listing standards[198]. - There are no material legal proceedings involving any director or executive officer that are adverse to the company[181]. Shareholder Rights and Redemption - Public Shareholders can only access Trust Account funds under specific conditions, including the completion of the initial Business Combination within the Combination Period[108]. - The company will not allow amendments to the Memorandum that affect shareholder rights without providing an opportunity for redemption at the per-share price from the Trust Account[99]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent from the company[89]. - The redemption process requires Public Shareholders to deliver their share certificates or Public Shares electronically to the transfer agent two business days prior to the scheduled vote on the initial Business Combination[91]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[95]. - The per-share redemption amount upon dissolution is expected to be approximately $10.23 as of December 31, 2024, before taxes payable[102]. Miscellaneous - The company has not engaged any professional firms for business acquisitions but may do so in the future[53]. - The company has not paid any cash dividends on its Ordinary Shares and does not intend to do so prior to the completion of its initial Business Combination[133]. - The company completed a private sale of 6,000,000 warrants at a price of $1.00 per warrant, totaling $6,000,000[136]. - The company does not expect to raise additional funds for operating expenditures but may need financing to complete a Business Combination or to redeem Public Shares[158]. - The company has incurred increased expenses due to being a public company, including legal and compliance costs[146].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on July 11, 2024, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit, including an over-allotment option [100]. - The company has approximately $230 million held in a Trust Account, which is intended for use in a future Business Combination [100]. - The company has approximately $1.5 million available outside the Trust Account for operational expenses and due diligence on potential target businesses [103]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,357,270, primarily from $2,627,463 in interest income, offset by $270,193 in general and administrative costs [97]. - The company has not yet engaged in any operations or generated revenues, with all activities focused on preparing for the IPO [96]. - The company has sufficient funds for working capital needs for at least one year from the date of the financial statements [106]. Operational Challenges - The company expects to incur increased expenses as a public entity, including legal and compliance costs, following the IPO [96]. - The company may face challenges in completing a Business Combination due to economic uncertainties, including inflation and geopolitical instability [98]. - The company is subject to new SEC rules effective July 1, 2024, which may impact its ability to negotiate and complete a Business Combination [95]. Debt and Obligations - The company has no long-term debt or significant contractual obligations, apart from a monthly fee of $10,000 to the Sponsor for administrative support [109].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on July 11, 2024, raising gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit, including 3 million Units from the underwriters' over-allotment option[84][92]. - Following the IPO, the company placed $230 million in a Trust Account, which includes $10.95 million of the underwriters' deferred discount[87][92]. - The company issued 6 million Private Placement Warrants at $1.00 each, generating $6 million in the Private Placement[86]. - The company has approximately $1.5 million of proceeds held outside the Trust Account available for identifying and evaluating target businesses prior to the initial Business Combination[96]. Financial Performance - The company reported a net loss of $(12,841) for the three months ended June 30, 2024, and $(41,305) for the six months ended June 30, 2024, primarily due to general and administrative costs and IPO-related expenses[89]. - The company has not generated any revenues to date and will only begin to generate non-operating income from interest on cash and cash equivalents after the IPO[88]. Business Combination Plans - The company intends to use the funds in the Trust Account for its initial Business Combination and expects to incur approximately $350,000 for legal, accounting, and due diligence expenses related to structuring and negotiating successful Business Combinations[98]. - The company may need additional financing to complete its initial Business Combination if cash requirements exceed available funds in the Trust Account[101]. - The company may face adverse impacts on its ability to complete an initial Business Combination due to economic uncertainties, including inflation and geopolitical instability[90]. - The company has sufficient funds for its working capital needs for at least one year from the issuance of the financial statements, but cannot assure the success of its Business Combination plans[98]. Expenses and Commitments - The company borrowed an additional $150,000 from the Sponsor for IPO-related expenses, resulting in an aggregate amount payable of $187,500[83]. - The company incurs fees of $30,000 per month for office space and administrative support, starting from July 9, 2024[103]. - A deferred underwriting commission of $10,950,000 is payable to underwriters upon completion of the initial Business Combination[104]. Accounting and Reporting - As of June 30, 2024, the company had no off-balance sheet arrangements or commitments[102]. - As of June 30, 2024, there were no critical accounting estimates disclosed by the company[105]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[107].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on July 11, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[85]. - The net proceeds from the IPO, after deducting offering expenses of approximately $477,616 and underwriting commissions of $4,000,000, amounted to $231,522,384[93]. - The company issued 6,000,000 Private Placement Warrants at $1.00 per warrant, generating an additional $6,000,000 in the Private Placement[87]. - The company has borrowed an additional $150,000 from the Sponsor for IPO-related expenses, resulting in an aggregate amount payable of $187,500[84]. Financial Performance - The company has not generated any revenues to date and reported a net loss of $(28,464) for the three months ended March 31, 2024, primarily due to general and administrative costs[90]. - As of March 31, 2024, the company has sufficient funds for its working capital needs for at least one year, with primary liquidity requirements estimated at approximately $1,250,000 for various operational expenses[99]. - The company incurs fees of $30,000 per month for office space and administrative support, starting from July 9, 2024[104]. - A deferred underwriting commission of $10,950,000 is payable to underwriters upon completion of the initial Business Combination[105]. Business Combination Plans - The company intends to use substantially all funds held in the Trust Account for its initial Business Combination and related operational expenses[96]. - The company is focusing on potential Business Combinations in the healthcare industry but has not yet selected a target[77]. - The company may need additional financing to complete its initial Business Combination if cash requirements exceed available funds in the Trust Account[102]. Risks and Uncertainties - The company may face adverse impacts on its ability to complete an initial Business Combination due to economic uncertainties, including inflation and geopolitical instability[91]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination, increasing costs and time[82]. Accounting and Reporting - As of March 31, 2024, there were no critical accounting estimates disclosed by the company[106]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[108]. - As of March 31, 2024, the company had no off-balance sheet arrangements or commitments[103].

As filed with the U.S. Securities and Exchange Commission on June 28, 2024. Registration No. 333-280274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ SIM Acquisition Corp. I (Exact name of registrant as specified in its charter) __________________________________ | Cayman Islands | 6770 | 35-2838851 | | --- | --- | --- | | (State or other jurisdiction of | (Primary ...

As filed with the U.S. Securities and Exchange Commission on June 17, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ SIM Acquisition Corp. I (Exact name of registrant as specified in its charter) __________________________________ | Cayman Islands | 6770 | 35-2838851 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I ...