SIM Sponsor 1 LLC 4

What Happened

• SIM Sponsor 1 LLC (a 10% owner) acquired 120,000 Class B ordinary shares on 2026-03-16. The filing lists the transaction as an "Other acquisition or disposition (J)" of a derivative security at $0.00, resulting in a $0 reported purchase value. The shares were assigned to the Sponsor by two resigning directors for no consideration.

Key Details

• Transaction date: 2026-03-16; Form 4 filed: 2026-03-20 (filed four days after the transaction; Form 4s are generally due within 2 business days, so this appears later than typical).
• Security: 120,000 Class B ordinary shares (derivative). Reported price: $0.00; reported value: $0.
• Transaction code: J — "Other acquisition or disposition."
• Footnote highlights:
  • F1: Class B shares convert one-for-one into Class A ordinary shares at the time (or prior to) the issuer's initial business combination; Class B shares have no expiration.
  • F2: The Class B shares were assigned by two resigning directors to the Reporting Person for no consideration.
  • F3: Eric Newman is the manager of the Sponsor’s managing member and may be deemed to have voting/investment discretion over the shares held by the Sponsor; he disclaims beneficial ownership except to the extent of any pecuniary interest.
• Shares owned after the transaction are not specified in the provided information.

Context

• This was an assignment of Class B shares to the Sponsor rather than a market purchase or sale; because these are Class B ordinary shares that convert to Class A at a business combination, the transaction is not a typical buy/sell signal by an executive. For retail investors, note this is institutional/ sponsor-level ownership activity and not a direct executive purchase or sale of publicly traded Class A shares.