SIMAW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-15

• On January 28, 2026, certain accredited investors (the “Buyers”) acquired all of the membership interests in the Sponsor owned by the non-managing members of the Sponsor pursuant to a securities purchase agreement. Simultaneously with such transaction, the Buyers also acquired all of the membership …

• In connection with the consummation of the transactions contemplated above (the “Sponsor Acquisition”), on January 28, 2026, Erich Spangenberg resigned as the Chairman of the Board and as our Chief Executive Officer, effective as of the closing of the Sponsor Acquisition. Delos M. Cosgrove, MD and V…

• On January 28, 2026, in connection with the Sponsor Acquisition, Christopher Devall was appointed as our Chief Executive Officer. In addition, Anthony Hayes (as Chairman), Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve as our Board of Directors, which changes became effective o…

• On April 26, 2026, we entered into a non-binding Letter of Intent (the “LOI”) with American Industrial Technologies, Inc., a Nevada corporation (“AIT”) for our acquisition (“Acquisition”) of 100% of the outstanding equity and equity equivalents of AIT upon the terms and conditions to be set forth in…

• Among other segments, AIT will operate Q1, which is a 33-year leader in telecommunications that has evolved into a fully integrated platform spanning manufacturing, logistics, distribution, and connected device ecosystems. Building on its deep relationships with Tier 1 and Tier 2 carriers, AIT has s…

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to September 30, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, and (y) identifying and evaluating prospective acquisition c…

• For the three months ended September 30, 2025, we had net income of $2,252,165 which includes $2,510,176 of interest income earned on the Trust Account, offset by $258,011 of general and administrative costs. For the three months ended September 30, 2024, we had net income of $2,357,270 which includ…

• For the nine months ended September 30, 2025, we had net income of $6,772,463 which includes $7,453,481 of interest income earned on the Trust Account, offset by $681,018 of general and administrative costs. For the period from January 29, 2024 (inception) to September 30, 2024, we had net income of…

• Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor.

• On July 11, 2024 we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. The net proceeds from the sale of the …

Text added vs the prior filing · source: 10-Q · 2026-05-15

• Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as the Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. D…

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. D…

• Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on …

Text added vs the prior filing · source: 10-Q · 2026-05-15

• Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions and armed conflicts in the Ukraine and Russia and in the Middle East between…

• Our ability to find a potential target business and the business of any company with which we may consummate a Business Combination could be materially and adversely affected by events that are outside of our control. For example, United States and global markets have experienced and may continue to…

• The invasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the Eu…

• Similarly, other events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19 pandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have disproportio…

• Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southw…