Form 8-K

8-K — SIM Acquisition Corp. I

Accession: 0001213900-26-106662

Filed: 2026-10-05

Period: 2026-10-02

CIK: 0002014982

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0307655-8k425_sim1.htm (Primary)

EX-10.1 — BINDING LETTER OF INTENT, DATED OCTOBER 2, 2026, BY AND BETWEEN SIM AND AIT (ea030765501ex10-1.htm)

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8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 2, 2026

SIM Acquisition Corp. I

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-42164

35-2838851

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(IRS

Employer

Identification

No.)

725 Fifth Avenue, 22nd Floor, New York, New York 10022

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (833) 746-2001

Not

Applicable

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

SIMAU

The

Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

SIMA

The

Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

SIMAW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

previously disclosed on the Current Report on Form 8-K filed by SIM Acquisition Corp. I (“SIM”) on April 28, 2026,

on April 26, 2026, SIM and American Industrial Technologies, Inc., a Nevada corporation (“AIT”, together with the

Company, the “Parties”) entered into a non-binding Letter of Intent (the “Non-Binding LOI”) for

the proposed acquisition by SIM of 100% of the outstanding equity and equity equivalents of AIT (the “Business Combination”)

upon the terms and conditions to be set forth in certain definitive documents, to be negotiated by the Parties (the “Definitive

Documents”).

October 2, 2026, the Parties entered into a binding Letter of Intent (the “Binding LOI”) in connection to the proposed

Business Combination between SIM and AIT, which replaces and supersedes the Non-Binding LOI in its entirety. Under the Binding LOI, AIT

will merge with a newly formed, wholly-owned subsidiary of SIM and become the surviving company following the closing of the Business

Combination (the “Closing”). SIM after the Closing is sometimes referred to herein as the “Combined Company”.

connection with the Closing, SIM will issue to the equity holders of AIT (including holders of options, warrants and other convertible

securities) an aggregate of approximately 50,000,000 shares of its common stock (giving effect to the domestication of SIM from the Cayman

Islands to the State of Nevada by way of continuation) (the “Transaction Shares”). The Binding LOI provides, among

other things, that (i) John Chiorando, the current CEO of AIT, will become the CEO and Chairman of the Combined Company; (ii) the Combined

Company shall adopt an employee stock incentive plan providing for the issuance of equity awards representing up to 10.0% of the fully

diluted capitalization of the Combined Company; (iii) the Combined Company shall enter into an employment agreement with Mr. Chiorando,

whose compensation will consist of an annual base salary plus an annual bonus as set forth in the Binding LOI; and (iv) certain significant

stockholders of AIT will be required to subject their Transaction Shares to lock-up for a period of 12 months from the Closing. The obligation

of the Parties to consummate the Business Combination is subject to the satisfaction or waiver (if permitted by applicable law) of customary

closing conditions, including completion of due diligence to each Party’s satisfaction, negotiation and execution of the Definitive

Documents, and approvals by the shareholders and boards of directors of each Party.

The

Binding LOI also provides that SIM is entitled to a termination fee of $5,000,000 from AIT, if AIT terminates the transaction for any

cause or without cause or fails to proceed with the Business Combination pursuant to the terms of the Binding LOI or if SIM terminates

the transaction for certain reasons, including: (a) if the due diligence investigation of AIT has not been completed to SIM’s reasonable

satisfaction, (b) if AIT fails to deliver certain audited and reviewed financial statements by November 15, 2026, or (c) if Definitive

Documents have not been executed by the parties by December 31, 2026.

The

parties also agreed to extend the exclusivity period to consummate the Business Combination through December 31, 2026.

copy of the Binding LOI is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The

foregoing descriptions of the Binding LOI and the Business Combination in this Current Report on Form 8-K do not purport to be complete

and are subject to, and qualified in their entirety by reference to, the Binding LOI filed as Exhibit 10.1 hereto and to the Definitive

Documents, if and when executed.

Additional

Information and Where to Find It

connection with the Business Combination, SIM and AIT intend to file a registration statement on Form S-4 (the “Registration

Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which will include a proxy statement

to SIM shareholders and a prospectus for the registration of SIM’s securities to be issued in connection with the Business Combination.

This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and

is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. SIM’s

shareholders and other interested persons are advised to read, the Registration Statement and other documents filed in connection with

the Business Combination, as these materials will contain important information about AIT, SIM and the Business Combination. Shareholders

may obtain a copy of the Registration Statement, once available, as well as other documents filed by SIM with the SEC, without charge,

at the SEC’s website located at www.sec.gov or by directing a written request to SIM, 725 Fifth Avenue, 22nd Floor, New York, New

York.

BEFORE

MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SIM ARE URGED TO READ THE REGISTRATION STATEMENT AND ALL OTHER RELEVANT

DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY

WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Participants

in the Solicitation

SIM,

AIT, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be

deemed to be participants in the solicitation of proxies of SIM’s shareholders in connection with the Business Combination. Investors

and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of SIM’s executive

officers and directors in the solicitation by reading SIM’s filings with the SEC, including the Annual Report on Form 10-K filed

by SIM with the SEC on March 27, 2026 (the “2026 Annual Report”). To the extent that holdings of SIM’s securities

have changed from the amounts reported in the 2026 Annual Report, such changes have been or will be reflected on Statements of Change

in Ownership on Form 4 and Initial Statements of Change in Ownership on Form 3 filed with the SEC. Information concerning the interests

of SIM’s and the Company’s participants in the solicitation, which may, in some cases, be different than those of their respective

equity holders generally, will be set forth in the Registration Statement relating to the Business Combination when it becomes available.

Offer or Solicitation

This

filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the

solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or

the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Forward-Looking

Statements

This

Current Report on Form 8-K, including Exhibit 10.1 hereto, contains forward-looking statements within the meaning of the U.S. Private

Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ

materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, among other things,

statements regarding the proposed Business Combination, the anticipated structure and timing of the proposed Business Combination, expected

ownership percentages, listing and governance expectations, and pre-Closing financing activities. Important factors that could cause

actual results to differ materially are or will be included in SIM’s filings with the SEC. SIM undertakes no obligation to update

any forward-looking statements except as required by applicable law.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

No.

Description

10.1

Binding Letter of Intent, dated October 2, 2026, by and between SIM and AIT.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

SIM

ACQUISITION CORP. I

By:

/s/

David Kutcher

Name:

David

Kutcher

Title:

Chief

Financial Officer

Dated:

October 5, 2026

EX-10.1 — BINDING LETTER OF INTENT, DATED OCTOBER 2, 2026, BY AND BETWEEN SIM AND AIT

EX-10.1

Filename: ea030765501ex10-1.htm · Sequence: 2

Exhibit

10.1

Execution

Version

LETTER

OF INTENT

October 2, 2026

SIM Acquisition Corp. I

Attn: Board

of Directors

Re: Proposed Business

Combination with American Industrial Technologies, Inc.

Ladies and Gentlemen:

This Letter of Intent (this “Letter”)

sets forth the principal terms pursuant to which American Industrial Technologies, Inc., a Nevada corporation formerly known as Q1 Holdings,

Inc. (together with its subsidiaries to the extent reasonably applicable, the “Company”), proposes to consummate a

business combination with SIM Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”) (the “Proposed

Transaction”). SPAC and the Company are sometimes referred to herein individually as a “Party” and collectively

as the “Parties.”

This Letter replaces and supersedes

in its entirety that certain non-binding Letter of Intent, dated April 26, 2026, between SPAC and the Company (the “Original

Letter Agreement”).

1. Transaction

Overview.

The obligations of SPAC and the Company

to consummate the Proposed Transaction are subject to and conditioned upon the negotiation and execution of a definitive agreement, including

a purchase, share exchange, merger or other acquisition agreement (the “Acquisition Agreement”) pursuant to which SPAC

would acquire 100% of the outstanding equity and equity equivalents of the Company (including options, warrants or other securities that

have the right to acquire or convert into equity securities of the Company), or all of the Company’s assets, in exchange for the

consideration described below, in whatever form as agreed by the Parties, whether by merger, consolidation, share exchange, asset purchase

or otherwise (the “Acquisition”). The post-closing publicly listed entity is referred to as the “Pubco”.

Upon the closing of the Acquisition

(the “Closing”), the equity holders of the Company shall receive shares of Pubco common stock as set forth in Section

2 below.

2. Transaction

Consideration and Capitalization.

In consideration for the Acquisition,

Pubco shall issue to the equity holders of the Company (including holders of options, warrants and other convertible securities), an aggregate

of approximately 50,000,000 shares of Pubco common stock (the “Transaction Shares”).

3. Management

and Governance.

Following the Closing, Pubco and the

Company shall be led by John Chiorando, as its CEO and Chairman. The composition of Pubco’s Board of Directors shall consist of

seven (7) directors, four (4) of whom shall be designated by the Company and three (3) of whom shall be designated by SPAC.

4. Equity Incentive

Plan.

Pubco shall adopt an Employee Stock

Incentive Plan (the “Incentive Plan”) providing for the issuance of equity awards representing up to 10.0% of the fully

diluted capitalization of Pubco, determined immediately after the Closing, at exercise prices determined by reference to the market price

of Pubco’s common stock and subject to applicable Nasdaq rules.

The number of shares reserved for

issuance under the Incentive Plan shall automatically increase on January 1 of each calendar year, commencing with the first January 1

following the Closing, by a number of shares equal to 3.0% of the fully diluted capitalization of Pubco as of the immediately preceding

December 31.

In addition, John Chiorando shall

be entitled to milestone-based options as further described in future documentation, in each case calculated based on earnings for the

period beginning on the effective business combination date through March 31, 2027.

5. Executive

Compensation.

Prior to or concurrently

with the Closing, Pubco shall enter into an employment agreement with John Chiorando, effective as of the Closing, providing for an annual

base salary of $520,000. Mr. Chiorando shall be eligible for an annual cash bonus in 2027, payable in an amount determined by reference

to the highest Adjusted EBITDA target achieved from among the tiers set forth below (and in no event shall more than one such amount be

payable):

Bonus Amount

Bonus Target - Adjusted EBITDA for the calendar year ending December 31, 2027

100% of base salary

$20 million

150% of base salary

$30 million

200% of base salary

$40 million

The remaining terms of Mr. Chiorando’s

employment agreement shall be customary for a company of Pubco’s size and industry and shall be mutually acceptable to each of SPAC,

Mr. Chiorando, and the Company.

For purposes of this Letter, “Adjusted

EBITDA” means the earnings before interest expense, federal, state, local and foreign income tax expense, depreciation and amortization

of Pubco, for such fiscal year, on a consolidated basis and including all accrued (or paid) cash bonuses, finder fees, advisory fees and

commissions, plus the following amounts, solely to the extent deducted in determining such earnings and without duplication: (A) any

fees and expenses directly related to the Proposed Transaction (including without limitation, fees and disbursements incurred by both

SPAC and the Company related to legal counsel and other professional counsel and/or service providers); (B) fees and expenses related

to the ongoing costs of Pubco being a publicly-listed company including, without limitation, regulatory or listing fees and the incremental

costs associated with insurance policies; and (C) stock-based compensation expense. Adjusted EBITDA shall be calculated using consistently

applied accounting policies, subject to changes required by U.S. GAAP.

6. Due Diligence.

SPAC’s willingness to proceed

with the Proposed Transaction is subject to the satisfactory completion, in its sole discretion, of a due diligence review of the business,

operations, assets, liabilities, contracts, financial condition, and legal affairs of the Company.

Each Party shall cooperate in good

faith and provide reasonable access to information, documents, and personnel as may be reasonably requested by the other Party or its

representatives.

7. Definitive

Documentation.

Upon acceptance of this Letter, the

Parties shall proceed in good faith to negotiate and execute the Acquisition Agreement and such other definitive transaction documents

as are customary for a transaction of this nature (collectively, the “Definitive Documents”). The Definitive Documents

shall contain representations, warranties, covenants, conditions to closing and other terms mutually agreed upon by the Parties and their

respective counsel. The representations and warranties and the pre-Closing covenants in the Definitive Documents shall not survive the

Closing and the Definitive Documents shall not provide for post-Closing indemnification by the Parties or their affiliates.

8. Conditions

to Closing.

The Closing shall be subject to, among

other conditions to be set forth in the Acquisition Agreement:

(a) completion of due diligence to

each Party’s satisfaction; (b) negotiation and execution of the Definitive Documents, including, as a condition to the Company’s

obligation to consummate the Closing, execution of Mr. Chiorando’s employment agreement in accordance with Section 5; (c) approval

of each of Pubco’s and the Company’s Board of Directors and stockholders, as required; (d) effectiveness of the registration

statement on Form S-4 (or such other form as may be applicable) to be filed with the Securities and Exchange Commission; (e) satisfaction

of applicable Nasdaq listing requirements; (f) no material adverse changes in the Company and (g) such other conditions as are customary

for a transaction of this nature.

9. Confidentiality.

The Parties acknowledge and affirm

the terms of the Confidentiality Agreement, dated as of April 14, 2026 (the “NDA”), between SPAC and the Company, but

agree that in the event of any conflict between the terms of this Letter and the NDA, the terms of this Letter will prevail. The existence

of the Proposed Transaction and this Letter and the terms and conditions set forth herein are strictly confidential and shall not be disclosed

to any person other than the directors, officers, and advisors of the Parties (collectively with such Party’s affiliates, such Party’s

“Representatives”), except as may be required by applicable law or the rules and regulations of any applicable securities

exchange or any governmental, judicial, regulatory or supervisory authority having jurisdiction over such Party or its Representatives.

The Company acknowledges that U.S.

securities laws and other laws prohibit any person who has material, non-public information concerning a public company from purchasing

or selling any of its securities, and from communicating such information to any person under circumstances in which it is reasonably

foreseeable that such person is likely to purchase or sell such securities. The Company acknowledges that the confidentiality provisions

of the NDA and this Letter shall be deemed to be an agreement to keep the confidential information of SPAC in confidence as contemplated

by Regulation FD promulgated by the SEC. In addition, the Company acknowledges and agrees that some of the confidential information of

SPAC (including this Letter) may be considered “material non-public information” for purposes of the federal securities laws

and that the Company and its Representatives will abide by all securities laws relating to the handling of and acting upon material non-public

information regarding SPAC.

10. Expenses.

Each Party shall be solely responsible

for all of its own fees, costs, and expenses incurred in connection with the negotiation and preparation of this Letter, the Definitive

Documents, and the consummation of the Proposed Transaction; provided that upon the closing, the funds in the SPAC’s trust account,

after taking into account payments for the redemption of the SPAC’s public shareholders, and any proceeds received by SPAC from

any PIPE Investment shall be used to pay (i) SPAC’s accrued Expenses, (ii) SPAC’s deferred Expenses (including cash amounts

payable to the IPO underwriter and any legal fees) of the IPO; (iii) any loans owed by SPAC to the Sponsor for any expenses (including

deferred expenses), other administrative costs and expenses incurred by or on behalf of SPAC or extension expenses, (iv) any premiums

for the D&O Tail Insurance; and (v) any other Liabilities of SPAC as of the Closing.

11. Lock-Up.

Certain significant stockholders of

the Company will be required to subject their Transaction Shares to a lock-up for a period of 12 months, subject to additional terms to

be set forth in the Definitive Documents. All Transaction Shares will be subject to all applicable holding periods and requirements under

the Securities Act of 1933 and rules of the U.S. Securities and Exchange Commission (the “SEC”).

12. Filings.

As soon as practicable following the

execution of the Acquisition Agreement, the Parties will file all submissions for shareholder, regulatory and governmental approval, including

a proxy statement (the “Proxy Statement”) with the SEC for the purpose of obtaining SPAC shareholder approval. The

Proxy Statement will include (i) PCAOB audited annual and unaudited interim financial statements of the Company prepared in accordance

with U.S. GAAP as required by applicable securities laws and (ii) audited annual and unaudited interim financial statements of Crosscall,

the Company’s French subsidiary, prepared in accordance with applicable securities laws and audit standards.

13. Exclusivity.

In consideration of the considerable

time, effort and expense to be undertaken by each Party in connection with the Proposed Transaction, each of the Company and SPAC agrees

that during the period from the execution of this Letter and ending on December 31, 2026 (the “Exclusivity Period”),

neither the Company nor SPAC will, and each such Party will cause its Representatives not to, directly or indirectly, solicit or initiate

or enter into discussions, negotiations or transactions with, or encourage, or provide any information to, any individual, corporation,

partnership, limited liability company or other entity or group (other than the other Party hereto and its affiliates) concerning any

transaction with respect to the direct or indirect sale, transfer, license or other disposition of it or its subsidiaries, or their respective

equity interests, business or material assets (outside of the ordinary course of business), whether by purchase, merger, business combination,

consolidation, recapitalization, exclusive license or otherwise, or any similar transaction that would reasonably be expected to prohibit

or impair the Proposed Transaction (a “Competing Transaction”), or enter into any agreement in principle, letter of

intent or definitive agreement, or make any filing with the SEC (including the filing of any registration statement) or other governmental

authority, with respect thereto; provided that the initial Exclusivity Period will automatically renew for one additional fifteen (15)

day period if the Parties continue to work in good faith towards negotiation of the Proposed Transaction. Each Party shall immediately

suspend any pre-existing discussion with all third parties other than the other Party hereto and its affiliates regarding any solicitation

or offer for a Competing Transaction. During the Exclusivity Period, each Party shall promptly (but in any event within 48 hours) after

receipt notify the other Party if it receives any solicitation or offer for a Competing Transaction and thereafter keep the other Party

reasonably informed as to the terms and status of such Competing Transaction. Each Party represents that neither it nor any of its affiliates

or equity holders is party to or bound by any binding or non-binding agreement or understanding with respect to any Competing Transaction.

14. Waiver

Against Trust Account.

Reference is made to the final prospectus

of SPAC, dated as of July 9, 2024, and filed with the SEC (File No. 333-280274) on July 10, 2024 (the “Prospectus”).

The Company hereby represents and warrants that it has been provided with the Prospectus and understands that SPAC has established a trust

account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”)

and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO

(including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares

acquired by SPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Prospectus,

SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC shares

in connection with (i) the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business

Combination”), (ii) an extension of its deadline to consummate a Business Combination, or (iii) an amendment to other provisions

of the Amended and Restated Memorandum and Articles of Association of SPAC relating to the rights of holders of Class A ordinary shares

or pre-initial Business Combination activity (b) to the Public Shareholders if SPAC fails to consummate a Business Combination before

July 12, 2027, subject to extension by an amendment to SPAC’s organizational documents, (c) with respect to any interest earned

on the amounts held in the Trust Account, as necessary to pay any taxes and up to $100,000 in dissolution expenses, or (d) to SPAC after

or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Letter and discussions

with the Company regarding the Proposed Transaction (which may include a Business Combination), and for other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its controlled affiliates

that, notwithstanding anything to the contrary in the Letter, neither the Company nor any of its controlled affiliates do now or shall

at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom,

or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result

of, in connection with or relating in any way to, the Letter or any proposed or actual business relationship between SPAC or its Representatives,

on the one hand, and the Company or its Representatives, on the other hand, or any other matter, and regardless of whether such claim

arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”).

The Company on behalf of itself and its controlled affiliates hereby irrevocably waives any Released Claims that the Company or any of

its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising

out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account

(including any distributions therefrom) for any reason whatsoever (including for an alleged breach of the Letter or any other agreement

with SPAC or its affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Letter and specifically

relied upon by SPAC and its affiliates to induce SPAC to enter into this Letter, and the Company further intends and understands such

waiver to be valid, binding and enforceable against the Company and each of its controlled affiliates under applicable law. To the extent

the Company or any of its controlled affiliates commences any action or proceeding based upon, in connection with, relating to or arising

out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or

its Representatives, the Company hereby acknowledges and agrees that the Company’s and its controlled affiliates’ sole remedy

shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its controlled affiliates

to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the

Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any

matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including

any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives,

as applicable, shall be entitled to recover from the Company and its affiliates the associated legal fees and costs in connection with

any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing,

this Section 14 shall not apply to funds released from the Trust Account to Pubco upon or after the Closing nor shall it limit the Company’s

right to receive distributions expressly payable to it at the Closing under the Definitive Documents.

15. Termination

Fee.

If the Company terminates this Letter,

or otherwise abandons or withdraws from the Proposed Transaction, or fails to proceed with the Proposed Transaction on the terms set forth

herein, or if SPAC terminates pursuant to Section 17(b), (c) or (d), in each case for any reason, then the Company shall pay to SPAC,

within five (5) business days thereafter, a fee of $5.0 million in cash (the “Termination Fee”). The Parties acknowledge

and agree that the actual damages resulting from such a termination, abandonment, withdrawal or failure to proceed would be impracticable

to determine, and that the Termination Fee constitutes liquidated damages and not a penalty. The Termination Fee shall be payable notwithstanding

anything to the contrary in Section 10 (Expenses) or Section 17 (Termination), and the obligation to pay the Termination Fee shall survive

any termination of this Letter.

16. Binding

Nature.

Notwithstanding the customary non-binding

nature of preliminary term sheets, the Parties expressly agree that all terms, conditions, representations, warranties, and covenants

set forth herein shall, upon execution hereof, constitute a fully binding and enforceable agreement between the Parties. This Letter shall

serve as the foundational framework for the Definitive Documents.

17. Termination.

This Letter can be terminated

as follows: (a) by the mutual written agreement of the Parties to terminate this Letter; (b) by SPAC upon its determination that the due

diligence review set forth in Section 6 has not been completed to its reasonable satisfaction; (c) by SPAC if the Company has not delivered

the Company’s and Crosscall’s audited financial statements for the periods ending December 31, 2024 and 2025, and reviewed

financial statements for the period ending June 30, 2026 by November 15, 2026 or (d) by SPAC or the Company upon the expiration of the

Exclusivity Period if no definitive agreement has been signed by such date. Upon termination of this Letter, this Letter will be deemed

null, void and of no further force or effect, and all obligations and liabilities of the Parties under this Letter or otherwise related

to the Proposed Transaction will terminate, except for the respective continuing obligations of the Parties set forth in Sections

9 (Confidentiality), 10 (Expenses), 14 (Waiver Against Trust Account), 16 (Binding Nature), 17 (Termination), 18 (Governing Law; Jurisdiction;

Waiver of Jury Trial) and 19 (Miscellaneous) (collectively, the “Binding Matters”). The

termination of this Letter will not relieve any of the Parties of liability for such Party’s pre-termination breach of any of the

Binding Matters or any other binding agreement between the Parties.

18. Governing

Law; Jurisdiction; Waiver of Jury Trial.

This Letter shall be governed by and

construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. Each Party hereby irrevocably

and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New

York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Letter, and each

of the Parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts,

(b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest

extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action

or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance

of such action or proceeding in any such court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive

and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY HEREBY KNOWINGLY,

VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, DISPUTE, CLAIM, LEGAL ACTION

OR OTHER LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS LETTER.

19. Miscellaneous.

This Letter supersedes any prior written

or oral understanding or agreements between the Parties related to the subject matter hereof, including the Original Letter Agreement

(other than the NDA). This Letter may be amended, modified, waived or supplemented only by written agreement of the Parties. No failure

or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise

thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Nothing contained in

this Letter shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a Party hereto or

a successor or permitted assign of such a Party. The headings set forth in this Letter are for convenience of reference only and shall

not be used in interpreting this Letter. In this Letter, the term: (x) “including” (and with correlative meaning “include”)

means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case

to be followed by the words “without limitation”; (y) “person” shall refer to any individual, corporation, partnership,

trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual,

fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or

group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under

common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct

or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership

of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Letter to an affiliate of SPAC prior

to the Business Combination will include SPAC’s sponsor, SIM Sponsor 1 LLC, a Delaware limited liability company. This Letter may

be executed in any number of counterparts (including by facsimile, pdf or other electronic document transmission), each of which shall

be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[Signature page follows.]

COMPANY:

SPAC:

AMERICAN INDUSTRIAL TECHNOLOGIES, INC.

SIM ACQUISITION CORP. I

By:

/s/ John Chiorando

By:

/s/ Anthony Hayes

Name:

John Chiorando

Name:

Anthony Hayes

Title:

CEO

Title:

Chairman of the Board

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