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                           June 10, 2024

       David Kutcher
       Chief Financial Officer
       SIM Acquisition Corp. I
       78 SW 7th Street, Suite 500
       Miami, FL 33130

                                                        Re: SIM Acquisition
Corp. I
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 31,
2024
                                                            CIK No. 0002014982

       Dear David Kutcher:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       May 16, 2024 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
May 31, 2024

       Risk Factors
       The non-managing sponsor investors have expressed an interest to
purchase substantially all of
       the units in this offering . . ., page 74

   1.                                                   We note that the
non-managing sponsor investors have expressed an interest in purchasing
                                                        substantially all of
the units in your offering. Please state the number of non-managing
                                                        sponsor investors who
have expressed an interest in purchasing units in the offering and
                                                        address whether the
limited number of public investors would impact the company   s
                                                        listing eligibility.
 David Kutcher
FirstName  LastNameDavid
SIM Acquisition Corp. I Kutcher
Comapany
June       NameSIM Acquisition Corp. I
     10, 2024
June 10,
Page 2 2024 Page 2
FirstName LastName
If our initial business combination involves a company organized under the laws
of the United
States . . ., page 86

2.       We note your risk factor disclosure that, following your possible
domestication, your
         securities would continue to trade on NYSE. Please reconcile this
statement with
         disclosure throughout your prospectus that you intend to apply to have
your shares and
         warrants listed on Nasdaq.
       Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Isabel Rivera at 202-551-3518 with
any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:      Stuart Neuhauser