Sim Acquisition Corp. I (SIM) has entered into a binding Letter of Intent (LOI) to acquire American Industrial Technologies, Inc. (AIT). The agreement, signed on October 2, 2026, supersedes a previous non-binding LOI signed on April 26, 2026.
Under the terms of the Binding LOI, AIT will merge with a newly formed, wholly-owned subsidiary of SIM to become the surviving entity following the closing of the transaction. In exchange for their equity, AIT shareholders will receive approximately 50,000,000 shares of SIM common stock. This issuance includes an adjustment for SIM’s domestication from the Cayman Islands to the State of Nevada.
The agreement outlines several key conditions and stipulations:
- Leadership: John Chiorando, the current CEO of AIT, will become the CEO and Chairman of the Combined Company.
- Compensation: The Combined Company will adopt an employee stock incentive plan covering up to 10.0% of its fully diluted capitalization. Mr. Chiorando will receive an annual base salary and an annual bonus.
- Lock-up Period: Significant stockholders of AIT are required to lock up their shares for 12 months following the closing.
- Termination Fee: SIM is entitled to a termination fee of $5,000,000 from AIT if the deal is terminated for specific reasons, including failure to complete due diligence or deliver audited financial statements by November 15, 2026.
The transaction is subject to customary closing conditions, including the negotiation and execution of definitive documents and approvals from the boards of directors and shareholders of both parties. The exclusivity period for the transaction has been extended through December 31, 2026.
