SEC Comment Letter 0000000000-24-006657 to SIM Acquisition Corp. I (SIMA, SIMAU, SIMAW) (CIK 0002014982) (SIMA)
SIM Acquisition Corp. I (SIMA, SIMAU, SIMAW) (CIK 0002014982)
Date: June 10, 2024 · CIK: 0002014982 · Accession: 0000000000-24-006657
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo June 10, 2024 David Kutcher Chief Financial Officer SIM Acquisition Corp. I 78 SW 7th Street, Suite 500 Miami, FL 33130 Re:SIM Acquisition Corp. I Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 31, 2024 CIK No. 0002014982 Dear David Kutcher: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our May 16, 2024 letter. Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 31, 2024 Risk Factors The non-managing sponsor investors have expressed an interest to purchase substantially all of the units in this offering . . ., page 74 1.We note that the non-managing sponsor investors have expressed an interest in purchasing substantially all of the units in your offering. Please state the number of non-managing sponsor investors who have expressed an interest in purchasing units in the offering and address whether the limited number of public investors would impact the company’s listing eligibility.
FirstName LastNameDavid Kutcher Comapany NameSIM Acquisition Corp. I June 10, 2024 Page 2 FirstName LastName David Kutcher SIM Acquisition Corp. I June 10, 2024 Page 2 If our initial business combination involves a company organized under the laws of the United States . . ., page 86 2.We note your risk factor disclosure that, following your possible domestication, your securities would continue to trade on NYSE. Please reconcile this statement with disclosure throughout your prospectus that you intend to apply to have your shares and warrants listed on Nasdaq. 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
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United States securities and exchange commission logo
June 10, 2024
David Kutcher
Chief Financial Officer
SIM Acquisition Corp. I
78 SW 7th Street, Suite 500
Miami, FL 33130
Re:SIM Acquisition Corp. I
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 31, 2024
CIK No. 0002014982
Dear David Kutcher:
We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
May 16, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 31, 2024
Risk Factors
The non-managing sponsor investors have expressed an interest to purchase substantially all of
the units in this offering . . ., page 74
1.We note that the non-managing sponsor investors have expressed an interest in purchasing
substantially all of the units in your offering. Please state the number of non-managing
sponsor investors who have expressed an interest in purchasing units in the offering and
address whether the limited number of public investors would impact the company’s
listing eligibility.
FirstName LastNameDavid Kutcher
Comapany NameSIM Acquisition Corp. I
June 10, 2024 Page 2
FirstName LastName
David Kutcher
SIM Acquisition Corp. I
June 10, 2024
Page 2
If our initial business combination involves a company organized under the laws of the United
States . . ., page 86
2.We note your risk factor disclosure that, following your possible domestication, your
securities would continue to trade on NYSE. Please reconcile this statement with
disclosure throughout your prospectus that you intend to apply to have your shares and
warrants listed on Nasdaq.
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