SIM Acquisition Corp. I: enters binding LOI to acquire AIT

What happened

• SIM Acquisition Corp. I filed an 8-K reporting that on Oct 2, 2026 it entered into a binding letter of intent (the "Binding LOI") with American Industrial Technologies, Inc. ("AIT") for the proposed acquisition of 100% of AIT (the "Business Combination").
• The Binding LOI provides that SIM will issue approximately 50,000,000 shares of its common stock to the equity holders of AIT (giving effect to the domestication of SIM from the Cayman Islands to the State of Nevada by way of continuation) and that AIT will merge with a newly formed, wholly owned subsidiary of SIM, with AIT as the surviving company.

Key details

• John Chiorando, current CEO of AIT, will become CEO and chairman of the combined company.
• The combined company will adopt an employee stock incentive plan providing for equity awards representing up to 10.0% of the fully diluted capitalization.
• Certain AIT stockholders will be subject to a 12-month lock-up following the closing.
• SIM is entitled to a termination fee of $5,000,000 from AIT if AIT terminates or fails to proceed under certain circumstances; deadlines in the LOI include audited financials by Nov 15, 2026 and execution of Definitive Documents by Dec 31, 2026; exclusivity extended through Dec 31, 2026.
• SIM and AIT intend to file a registration statement on Form S-4 with the SEC in connection with the Business Combination.

Why it may matter

• This Current Report on Form 8-K reports Item 1.01: entry into a material definitive agreement (the Binding LOI) related to the proposed business combination, including governance, compensation, share issuance, lock-up, termination fee and closing conditions.
• This filing does not show why the insider traded or why the company acted.