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May 16, 2024
David Kutcher
Chief Financial Officer
SIM Acquisition Corp. I
78 SW 7th Street, Suite 500
Miami, FL 33130
Re:SIM Acquisition Corp. I
Draft Registration Statement on Form S-1
Submitted April 19, 2024
CIK No. 0002014982
Dear David Kutcher:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted April 19, 2024
Summary
Competitive Differentiation, page 3
1.Please disclose the current trading prices of any special purpose acquisition company
business combinations your management has participated in, including One Group
Hospitality, Inc., Spectral AI, Inc., and Immunome, Inc.
The Offering
Proceeds to be held in trust account, page 20
2.We note your disclosure that the trust account funds may not be released until the
completion of the initial business combination “or earlier in connection with the
commencement of procedures to consummate the initial business combination if we
determine it is desirable to facilitate the completion of the initial business combination.”
Nasdaq Listing Rule IM-5101-2 states that “[a]t least 90% of the gross proceeds . . . must

 FirstName LastNameDavid Kutcher
 Comapany NameSIM Acquisition Corp. I
 May 16, 2024 Page 2
 FirstName LastName
David Kutcher
SIM Acquisition Corp. I
May 16, 2024
Page 2
be deposited in a trust account maintained by an independent trustee.” It is unclear how
the release of funds earlier than the consummation of the initial business combination
would comport with this listing standard. Please revise your disclosure for consistency
with the Nasdaq listing rules.
Risk Factors
Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business
Combination
We may not be able to complete an initial business combination because such initial business
combination may be subject . . ., page 61
3.Please state whether your sponsor is, is controlled by, or has substantial ties with a non-
U.S. person. If so, please address how this fact could impact your ability to complete your
initial business combination.
Effecting Our Initial Business Combination
Permitted Purchases of Our Securities, page 109
4.We note your disclosure that your sponsor, officers, and directors have agreed to vote any
public shares purchased during or after the initial public offering in favor of your initial
business combination, and that such purchases may be at a price different from the price a
public shareholder would receive if it elected to redeem its shares. Please tell us how such
purchases will comply with the requirements of Rule 14e-5 under the Exchange
Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation
166.01 for guidance.
Principal Shareholders, page 134
5.Please revise your beneficial ownership table to clarify the text to which each of the four
footnotes beneath the table corresponds.
General
6.We note disclosure on pages F-7 and F-8 that, if the company executes a business
combination agreement within 24 months from the closing of the initial public offering,
the company will have until 27 months from the closing to complete the initial business
combination. Please reconcile this statement with disclosure throughout your prospectus
that if you have not completed an initial business combination within 24 months from the
closing of the offering, you will redeem 100% of the public shares.

 FirstName LastNameDavid Kutcher
 Comapany NameSIM Acquisition Corp. I
 May 16, 2024 Page 3
 FirstName LastName
David Kutcher
SIM Acquisition Corp. I
May 16, 2024
Page 3
            Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Isabel Rivera at 202-551-3518 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart Neuhauser