SCHEDULE: SIM ACQUISITION CORP. I: Sponsor Ownership Shift

SIM Sponsor 1 LLC, Conroy Partners LLC, and Eric Newman report beneficial ownership of 24.7% of SIM Acquisition Corp. I Class A Ordinary Shares following a change in sponsor control.

Summary

• SIM Sponsor 1 LLC, Conroy Partners LLC, and Eric Newman collectively report beneficial ownership of 7,526,669 Class B Ordinary Shares of SIM Acquisition Corp. I.
• These Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares on a one-for-one basis with or immediately following the Issuer's initial business combination, or at the option of the holder prior to the business combination.
• The reported beneficial ownership represents 24.7% of the total Class A Ordinary Shares issued and outstanding, assuming the conversion of all 7,526,669 Class B Ordinary Shares.
• The percentage calculation 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.
• On January 28, 2026, certain accredited investors (the 'Buyers') acquired all membership interests in SIM Sponsor 1 LLC and Conroy Partners LLC, resulting in the Buyers owning all membership interests in the Sponsor.
• Eric Newman is the managing member of Conroy Partners LLC, which is the managing member of SIM Sponsor 1 LLC, and retains voting and investment discretion with respect to the beneficially owned securities.
• The reported beneficial ownership excludes 6,000,000 Class A Ordinary Shares that may be purchased by exercising warrants that are not presently exercisable.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It is a factual disclosure of beneficial ownership and a change in control of the sponsor, providing transparency without inherently positive or negative implications for the company's immediate operational or financial performance.

Positives

• The filing provides clear transparency regarding the beneficial ownership structure of a significant block of shares (24.7%) by the sponsor group.
• The conversion terms of Class B to Class A shares are explicitly detailed, offering clarity on the future capital structure upon a business combination.

Negatives

• The change in control of the sponsor entity, while disclosed, could introduce uncertainty regarding the long-term strategic direction or approach to a business combination if the new controlling parties have different objectives.

Risks

• Potential impact on the company's strategic direction or the execution of its initial business combination if the new controlling parties of the sponsor have different objectives or priorities.
• The exclusion of 6,000,000 Class A Ordinary Shares from warrants not presently exercisable indicates potential future dilution for existing shareholders upon their eventual exercise.

Future Outlook

The filing primarily reports a change in beneficial ownership and does not provide explicit forward-looking statements or guidance regarding the company's operations or financial performance, beyond the automatic conversion of Class B shares upon a business combination.

Management Comments

• Each Party hereto represents to the other Party that it is eligible to use Schedule 13G to report its beneficial ownership of Class A ordinary shares, $0.0001 par value per share, of SIM Acquisition Corp. I.
• Each Party hereto agrees that the Schedule 13G, dated February 19, 2026, relating to such beneficial ownership, is filed on behalf of each of them.
• Each of the Parties agrees to be responsible for the timely filing of the Schedule 13G and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13G, and the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate.
• 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.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are standard disclosures for significant beneficial ownership stakes, particularly relevant for SPACs like SIM Acquisition Corp. I where sponsor ownership is a critical component of the initial structure. The change in control of the sponsor entity, while not uncommon in the lifecycle of a SPAC, warrants attention as it could signal shifts in strategic direction or the approach to identifying and executing a business combination. This type of event is closely watched by investors for potential implications on the SPAC's future.

Comparison to Industry Standards

• The 24.7% beneficial ownership by the sponsor group is within the typical range for SPAC sponsors, which often hold a significant 'founder share' stake (typically 20% of the post-IPO shares) to incentivize a successful business combination.
• The structure of Class B shares converting to Class A shares upon a business combination is a standard mechanism in SPACs, aligning sponsor interests with public shareholders for deal completion.
• The disclosure of the change in control of the sponsor entity through the acquisition of membership interests is a standard transparency requirement under SEC regulations for beneficial ownership changes.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased transparency regarding the beneficial ownership structure and the change in control of the sponsor. Potential long-term impact on strategy depending on the new sponsor's direction.
• Management: Eric Newman retains voting and investment discretion, suggesting continuity in day-to-day management of the sponsor's holdings, despite the change in underlying ownership of the sponsor entities.

Next Steps

• Conversion of Class B Ordinary Shares into Class A Ordinary Shares with or immediately following the Issuer's initial business combination.
• Potential conversion of Class B Ordinary Shares at any time prior to the Business Combination at the option of the holder.
• Potential purchase of 6,000,000 Class A Ordinary Shares by exercising warrants that are not presently exercisable.

Key Dates

Recommendation

The filing is a standard beneficial ownership disclosure (Schedule 13G/A) reporting a change in control of the sponsor entity. It provides transparency on a significant ownership stake and the underlying structure but does not contain new operational or financial performance data that would warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and monitor for further developments, particularly regarding the company's progress towards a business combination and any strategic shifts indicated by the new sponsor control.

Keywords

SIM Acquisition Corp. I, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, Class B Ordinary Shares, SPAC, Sponsor, Eric Newman, Conroy Partners LLC, SIM Sponsor 1 LLC, Corporate Governance, Shareholder Disclosure