05/13/2026 | Press release | Distributed by Public on 05/13/2026 15:20
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 05/11/2026 | C | 3,000,000 | (1) | (1) | Class A Ordinary Shares | 3,000,000 | $ 0 | 4,646,669 | D(2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SIM Sponsor 1 LLC 725 FIFTH AVE, 22ND FLOOR NEW YORK, NY 10022 |
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Newman Eric 725 FIFTH AVE, 22ND FLOOR NEW YORK, NY 10022 |
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| /s/ Eric Newman, Manager of Conroy Partners LLC, the Managing Member of SIM Sponsor 1 LLC | 05/13/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric Newman | 05/13/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. On May 11, 2026, the Reporting Persons elected to convert 3,000,000 Class B Ordinary Shares held by them into 3,000,000 Class A Ordinary Shares. |
| (2) | Eric Newman is the manager of Conroy Partners LLC, the managing member of SIM Sponsor 1 LLC (the "Sponsor"), and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Newman may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Newman disclaims any beneficial ownership of the securities held of record by the Sponsor except to the extent of his pecuniary interest therein. |