Mga Batayang Estadistika
| CIK | 1852736 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tristar Acquisition I Corp. Un Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant to purchase one Class A Ordinary Share
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2025 |
TRIS / Tristar Acquisition I Corp. / Vivaldi Asset Management, LLC - JOINT FILING AGREEMENT Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| November 13, 2024 |
SC 13G/A 1 trisa1111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9074V106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Che |
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| October 7, 2024 |
TRIS / Tristar Acquisition I Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A (Title of Class of Securities) G9074V106 (CUSIP Number) 9/30/2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40905 TRISTAR ACQUISITION I CORP. (Exact name of registrant as specified |
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| August 9, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 9, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (C |
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| August 9, 2024 |
Exhibit 10.1 August 9, 2024 Tristar Acquisition I Corp. 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803 Re: Promissory Notes issued by Tristar Acquisition I Corp., an exempted Cayman Company (together with its successors and assigns, the “Issuer”). Ladies and Gentlemen: The Issuer has requested that: (1) Xiaoma (Sherman) Lu (“Mr. Lu”) forgive the total indebtedness and obligations of the |
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| August 8, 2024 |
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): August 2, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (C |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction |
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| August 5, 2024 |
Exhibit 99.2 Helport AI Limited and Tristar Acquisition I Corp. Announce Closing on Reduced $5.5 Million PIPE Investment Concurrently with Closing of Business Combination SINGAPORE and BURLINGTON, MA, August 2, 2024 – Helport AI Limited (together with its operating subsidiaries, “Helport”), an AI technology company serving enterprises’ customer contact centers with intelligent products, solutions |
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| August 5, 2024 |
Exhibit 99.1 Helport AI Limited and Tristar Acquisition I Corp. Announce Closing of Business Combination and listing on Nasdaq SINGAPORE and BURLINGTON, Mass., Aug. 02, 2024 (GLOBE NEWSWIRE) - Helport AI Limited (together with its operating subsidiaries, “Helport”) (Nasdaq: HPAI), an AI technology company serving enterprise customer contact centers with intelligent products, solutions and a digita |
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| August 2, 2024 |
Exhibit 99.1 Helport AI Limited and Tristar Acquisition I Corp. Announce Closing of Business Combination and listing on Nasdaq SINGAPORE and BURLINGTON, Mass., Aug. 02, 2024 (GLOBE NEWSWIRE) - Helport AI Limited (together with its operating subsidiaries, “Helport”) (Nasdaq: HPAI), an AI technology company serving enterprise customer contact centers with intelligent products, solutions and a digita |
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| August 2, 2024 |
Exhibit 99.2 Helport AI Limited and Tristar Acquisition I Corp. Announce Closing on Reduced $5.5 Million PIPE Investment Concurrently with Closing of Business Combination SINGAPORE and BURLINGTON, MA, August 2, 2024 – Helport AI Limited (together with its operating subsidiaries, “Helport”), an AI technology company serving enterprises’ customer contact centers with intelligent products, solutions |
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| August 2, 2024 |
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): August 2, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (C |
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| August 2, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 13, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 31, 2024 |
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): July 30, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (Co |
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| July 31, 2024 |
Filed by Helport AI Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Tristar Acquisition I Corp. |
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| July 31, 2024 |
SUPPLEMENT TO PROXY STATEMENT TRISTAR ACQUISITION I CORP. DATED JULY 31, 2024 EX-99.1 2 ea021034301ex99-1tristar1.htm PROXY SUPPLEMENT, DATED AS OF JULY 31, 2024 Exhibit 99.1 SUPPLEMENT TO PROXY STATEMENT OF TRISTAR ACQUISITION I CORP. DATED JULY 31, 2024 The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with, the disclosures contained in the definitive proxy statement/prospectus (the “Proxy Statement”) of Tr |
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| July 31, 2024 |
SUPPLEMENT TO PROXY STATEMENT TRISTAR ACQUISITION I CORP. DATED JULY 31, 2024 Exhibit 99.1 SUPPLEMENT TO PROXY STATEMENT OF TRISTAR ACQUISITION I CORP. DATED JULY 31, 2024 The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with, the disclosures contained in the definitive proxy statement/prospectus (the “Proxy Statement”) of Tristar Acquisition I Corp. (“Tristar”), filed with the Securities and Exchange Commis |
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| July 31, 2024 |
Financial Statements and Exhibits, Other Events 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): July 30, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (Co |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 23, 2024 |
EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 23, 2024 |
Filed by Helport AI Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Tristar Acquisition I Corp. |
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| July 23, 2024 |
EXHIBIT 10.2 Helport AI Limited 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989 Attn.: Cong Shi, Director July [], 2024 Ladies and Gentlemen: Reference is made to the letter agreement, dated October 13, 2021, by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I LLC, a Delaware limited liability company (the “Prior Sponsor”), |
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| July 23, 2024 |
EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 23, 2024 |
EXHIBIT 10.2 Helport AI Limited 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989 Attn.: Cong Shi, Director July [], 2024 Ladies and Gentlemen: Reference is made to the letter agreement, dated October 13, 2021, by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I LLC, a Delaware limited liability company (the “Prior Sponsor”), |
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| July 23, 2024 |
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): July 22, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (Co |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary share, $0.0001 par value (Title of Class of Securities) G9074U122 (CUSIP Numbe |
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| May 24, 2024 |
EXHIBIT 10.1 EXECUTION VERSION LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2024, by and between (i) Helport Limited, a British Virgin Islands business company (the “Company”), (ii) Helport AI Limited, a British Virgin Islands business company, (“Pubco”), (iii) Tristar Acquisition I Corp, an exempted company incorporated with limited liability |
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| May 24, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 23, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (Com |
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| May 22, 2024 |
EXHIBIT 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this day of , 2024, by and among Tristar Acquisition I Corp. (“SPAC”), an exempted company incorporated with limited liability in the Cayman Islands, Helport AI Limited, a British Virgin Islands business company (“PubCo”), and the undersigned investor (“Subscriber”). Capitalized terms us |
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| May 22, 2024 |
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): May 18, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (Com |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40905 TRISTAR A |
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| May 21, 2024 |
Promissory Note, dated May 3, 2024, issued to Xiaoma (Sherma) Lu. EXHIBIT 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 21, 2024 |
Promissory Note, dated May 3, 2024, issued to Chunyi (Charlie) Hao. EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 8, 2024 |
EXHIBIT 10.23 |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40905 TRISTAR ACQUIS |
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| May 8, 2024 |
Amended Audit Committee Charter.* EXHIBIT 99.1 TRISTAR ACQUISITION I CORP. AUDIT COMMITTEE CHARTER I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and r |
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| May 8, 2024 |
Amended Compensation Committee Charter.* EXHIBIT 99.2 TRISTAR ACQUISITION I CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approvin |
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| May 8, 2024 |
Policy Related to Recovery of Erroneously Awarded Compensation, adopted December 1, 2023.* EXHIBIT 97.1 TRISTAR ACQUISITION I CORP. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of December 1, 2023 The Board of Directors (the “Board”) of Tristar Acquisition I Corp. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or inclu |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb |
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| May 2, 2024 |
EXHIBIT 2.2 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 26, 2024, by and between (i) Helport Limited, a British Virgin Islands business company (the “Company”), (ii) Helport AI Limited, a British Virgin Islands business company, (“Pubco”), (iii) Tristar Acquisition I Corp, an exempted company incorporated with limited liability |
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| May 2, 2024 |
EXHIBIT 2.1 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 26, 2024, by and between (i) Helport Limited, a British Virgin Islands business company (the “Company”), (ii) Helport AI Limited, a British Virgin Islands business company, (“Pubco”), (iii) Tristar Acquisition I Corp, an exempted company incorporated with limited liability |
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| May 2, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 26, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (C |
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| April 29, 2024 |
Resignation Letter of Michael H. Liu, dated April 24, 2024. EXHIBIT 17 Dear Board and CEO, I am writing to formally confirm my resignation from both my director role and CFO role, effective immediately. |
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| April 29, 2024 |
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): April 23, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (C |
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| April 23, 2024 |
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): April 17, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (C |
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| April 23, 2024 |
Tristar Acquisition I Corp. Receives NYSE Notice Regarding Late Form 10-K Filing EXHIBIT 99.1 Tristar Acquisition I Corp. Receives NYSE Notice Regarding Late Form 10-K Filing SOMERSET, N.J.- April 23, 2024 (BUSINESS WIRE)- Tristar Acquisition I Corp. (“Tristar” or the “Company”) (NYSE: TRIS) today announced that, on April 17, 2024, it received a notice (the “NYSE Notice”) from the New York Stock Exchange (“NYSE”) that the Company is not in compliance with NYSE’s continued list |
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| April 19, 2024 |
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): April 18, 2024 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (C |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| February 14, 2024 |
TRIS / Tristar Acquisition I Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment SC 13G 1 tm246034d38sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A (Title of Class of Securities) G9074V106 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2024 |
TRIS / Tristar Acquisition I Corp. / Vivaldi Asset Management, LLC Passive Investment SC 13G 1 schedule13gtrist21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Sta |
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| February 12, 2024 |
TRIS / Tristar Acquisition I Corp. / LMR Partners LLP Passive Investment SC 13G/A 1 formsc13ga-tristar.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this sta |
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| February 12, 2024 |
SC 13G/A 1 ea193076-13ga1cantortri1.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) G9074V106 (CUSIP Number) December 31, 2023 (Date of Eve |
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| February 12, 2024 |
Joint Filing Agreement, dated as of February 12, 2024, by and among the Reporting Persons EX-99.1 2 ea193076ex99-1tristar1.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as |
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| February 9, 2024 |
TRIS / Tristar Acquisition I Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d753731dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stat |
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| February 9, 2024 |
TRIS / Tristar Acquisition I Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 TRISSC13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) TRISTAR ACQUISITION I CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9074V106 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this statement) |
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| February 9, 2024 |
TRIS / Tristar Acquisition I Corp. / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment SC 13G/A 1 d696993dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of thi |
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| February 5, 2024 |
SC 13G 1 tris20524.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp (Name of Issuer) Common Stock (Title of Class of Securities) G9074V106 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 26, 2024 |
Joint Filing Agreement, dated as of January 26, 2024, among the Reporting Persons. EX-99.1 2 tm243910d14ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of TRISTAR ACQUISITION I CORP. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in acco |
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| January 26, 2024 |
Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 26, 2024. EX-99.2 3 tm243910d14ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 26, 2024 |
TRIS / Tristar Acquisition I Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243910d14sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* TRISTAR ACQUISITION I CORP. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| January 23, 2024 |
TRIS / Tristar Acquisition I Corp. / PICTON MAHONEY ASSET MANAGEMENT Passive Investment SC 13G 1 eps111036.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| January 4, 2024 |
TRISTAR ACQUISITION I CORP. 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803 TRISTAR ACQUISITION I CORP. 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803 VIA EDGAR January 4, 2024 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Howard Efron Re: Tristar Acquisition I Corp. Form 10-K for the Fiscal Year ended December 31, 2022 Filed March 9, 2023 File No. 001-4090 |
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| December 22, 2023 |
Execution Version FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of December 18, 2023, by and among (i) Tristar Acquisition I Corp. |
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| December 22, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 18, 2023 TRISTAR ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) |
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| November 16, 2023 |
EXHIBIT 10.1 Final Form LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ☑, by and between (i) Helport Limited, a British Virgin Islands business company (the “Company”), (ii) Helport AI Limited, a British Virgin Islands business company, (“Pubco”), (iii) Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Isla |
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| November 16, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 12, 2023 TRISTAR ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) |
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| November 16, 2023 |
EXHIBIT 10.2 Execution Version SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”) is made and entered into as of November 12, 2023, by and among Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), Helport Limited, a British Virgin Islands business company (the “Company”) and the individuals whose |
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| November 16, 2023 |
EXHIBIT 10.6 Final Form FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [], 2023, and shall be effective as of the Closing Date (defined in the Business Combination Agreement), by and among (i) Helport Limited, a British Virgin Islands business company (the “Company”), (ii) Tristar Acquisition |
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| November 16, 2023 |
EXHIBIT 10.4 Execution Version NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of November 12, 2023, by the undersigned (as defined below) (the “Subject Party”) in favor of and for the benefit of Helport AI Limited, a British Virgin Islands business company (“Pubco”), Tristar Acquisition I Corp |
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| November 16, 2023 |
EXHIBIT 10.5 Final Form ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of ☐, 2023 by and among (i) Tristar Acquisition I Corp., an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) Helport AI Limited, a British Virgin Islands busi |
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| November 16, 2023 |
EXHIBIT 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among TRISTAR ACQUISITION I CORP., as Purchaser, Helport AI Limited, as Pubco, Merger I Limited, as First Merger Sub, Merger II Limited, as Second Merger Sub, NAVY SAIL INTERNATIONAL LIMITED, in the capacity as Purchaser Representative, EXTRA TECHNOLOGY LIMITED, in the capacity as Seller Representative, and HELPORT LIMITED, as the |
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| November 16, 2023 |
EXHIBIT 10.3 Execution Version SECOND AMENDMENT TO LETTER AGREEMENT THIS SECOND AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of November 12, 2023, and shall be effective as of the Closing (defined below), by and among (i) Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Company”), (ii) Tristar Holdings I, LL |
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| November 14, 2023 |
EXHIBIT 10.7 |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40905 TRIST |
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| November 13, 2023 |
TRIS / Tristar Acquisition I Corp - Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 tris20231031.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 TRISTAR ACQUISITION I CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) October 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| November 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 13, 2023 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) |
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| November 13, 2023 |
Tristar Acquisition I Corp. and Helport Limited Sign Definitive Business Combination Agreement. EXHIBIT 99.1 PRESS RELEASE Tristar Acquisition I Corp. and Helport Limited Sign Definitive Business Combination Agreement. BURLINGTON, MA and SINGAPORE, November 13, 2023 – Tristar Acquisition I Corp. ("Tristar"), a special purpose acquisition company, is pleased to announce the signing of a definitive business combination agreement with Helport Limited (“Helport”), an AI technology company specia |
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| September 19, 2023 |
Termination of a Material Definitive Agreement 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): September 13, 2023 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation |
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| September 14, 2023 |
Form of Promissory Note Issued by the Company, dated September 13, 2023. (2) EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| September 14, 2023 |
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): September 13, 2023 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G9074V122 (CUSIP Number) Chunyi (Charlie) Hao 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803 (781) 640-4446 (Name, A |
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| September 8, 2023 |
Joint Filing Agreement, by and between the Reporting Persons. EX-99.1 2 trisex991.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of September 7, 2023 by and between Navy Sail International Limited, a British Virgin Islands company, and Chunyi (Charlie) Hao (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Class A ordinary |
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| August 18, 2023 |
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): August 18, 2023 (August 14, 2023) Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction o |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40905 TRISTAR AC |
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| August 10, 2023 |
TRIS / Tristar Acquisition I Corp - Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) July 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder Commission file number 1-40905 TRISTAR ACQUISITION I CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1587643 (State or Other Jurisdiction of Incorporation or Organizatio |
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| July 24, 2023 |
EX-10.2 Exhibit 10.2 FOUNDER SHARE TRANSFER AGREEMENT This Founder Share Transfer Agreement (this “Agreement”) is entered into as of July 18, 2023 by and between [*] (the “Transferor”) and Chunyi (Charlie) Hao (the “Transferee”). RECITALS WHEREAS, the Transferor desires to transfer 41,900 Class B ordinary shares, par value $0.0001 per share (the “Shares”) of Tristar Acquisition I Corp. (the “Compa |
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| July 24, 2023 |
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): July 24, 2023 (July 18, 2023) Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of in |
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| July 24, 2023 |
Promissory Note issued by the Company, dated July 18, 2023. (1) EX-10.5 Exhibit 10.5 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| July 24, 2023 |
EX-10.1 Exhibit 10.1 EXECUTION COPY SECURITIES TRANSFER AGREEMENT by and among TRISTAR HOLDINGS I LLC the Sponsor on the one hand as Seller NAVY SAIL INTERNATIONAL LIMITED on the other hand as Buyer and TRISTAR ACQUISITION I CORP. Dated: July 18, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions and Rules of Construction 2 1.1 Definitions 2 1.2 Rules of Construction 8 ARTICLE II Transfer of Transf |
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| July 24, 2023 |
Form of Joinder Agreement, dated July 18, 2023. (1) EX-10.3 Exhibit 10.3 JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENT July 18, 2023 Reference is made to that certain Securities Purchase Agreement, dated as of July 18, 2023 (the “Agreement”), by and among Navy Sail International Limited (“Investor”), Tristar Acquisition I Corp. (the “Company”) and Tristar Holdings I LLC (the “Sponsor”), pursuant to which Investor shall be entitled t |
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| July 24, 2023 |
EX-10.4 Exhibit 10.4 AMENDMENT TO THE LETTER AGREEMENT This AMENDMENT TO LETTER AGREEMENT (this “Amendment”), dated as of July 18, 2023, is entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I LLC (the “Sponsor”) and each of the undersigned (the “Insiders”). The Company, the Sponsor and the Insiders shall be referred to herein |
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| July 24, 2023 |
Resolutions adopting the Charter Amendment. (1) EX-3.1 Exhibit 3.1 Tristar Acquisition I Corp. (Company) Extract minutes of the extraordinary meeting of the Company held on 18 July 2023 at 4 p.m. eastern time by way of a virtual meeting 1. Chairperson 1.1 William Malcolm Mounger, II as chairman of the Company, presided over the meeting in accordance with article 19.5 of the articles of association of the Company (Articles). 2. Constitution The |
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| July 17, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 14, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 11, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| July 7, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 20, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 14, 2023 |
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 June 14, 2023 (June 12, 2023) Date of Report (Date of earliest event reported) Tristar Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of inc |
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| May 16, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 15, 2023 |
CORRESP DLA Piper LLP (US) 2000 University Avenue East Palo Alto, Ca;ifornia 94303 www. |
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| May 12, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRISTAR ACQUISITION I CORP. (Exact n |
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| May 8, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 9, 2023 |
Description of Registered Securities* EX-4.5 Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, Tristar Acquisition I Corp. (“we,” “our,” “us” or the “Company”) had the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, ea |
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| March 9, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4 |
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| March 2, 2023 |
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): March 1, 2023 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or other jurisdiction of incorporation) (Co |
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| February 14, 2023 |
EX-99.3 4 tm235349d36ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| February 14, 2023 |
EX-99.1 2 tm235349d36ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
TRIS / Tristar Acquisition I Corp - Class A / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm235349d36sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) |
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| February 14, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersig |
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| February 14, 2023 |
TRIS / Tristar Acquisition I Corp - Class A / LMR Partners LLP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropr |
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| February 14, 2023 |
EX-99.2 3 tm235349d36ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 9, 2023 |
EX-99.1 2 tm234504d51ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Tristar Acquisition I Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in acco |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tristar Acquisition I Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 9, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| February 3, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) G9074V106 (CUSIP Number) January 25, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) TRISTAR ACQUISITION I CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9074V106 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box t |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRISTAR ACQUISITION I CORP. (Exa |
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| August 19, 2022 |
Description of Registered Securities* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Tristar Acquisition I Corp. (“we,” “our,” “us” or the “Company”) had the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each cons |
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| August 19, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRISTAR ACQUISITION I CORP. (Exact na |
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| August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-409 |
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| August 19, 2022 |
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): August 15, 2022 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or Other Jurisdiction of Incorporation or |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRISTAR ACQUISITION I CORP. (Exact n |
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| April 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TRISTAR ACQUISITION I CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9074V106 (CUSIP Number) APRIL 8, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule p |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40905 TRISTAR ACQUI |
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| March 31, 2022 |
Description of Registered Securities* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Tristar Acquisition I Corp. (?we,? ?our,? ?us? or the ?Company?) had the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each cons |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary share, $0.0001 par value (Title of Class of Securities) G9074V106 (CUSIP Numb |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| February 9, 2022 |
TRIS / Tristar Acquisition I Corp - Class A / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9074V 106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Common Stock ? Class A (Title of Class of Securities) G9074V122 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| January 27, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate |
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| January 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 1 Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V122** (CUSIP Number) January 03, 2022 (Date of Event which Requires Filing of this Statement) Check the a |
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| December 6, 2021 |
Financial Statements and Exhibits, Other Events 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): December 6, 2021 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or Other Jurisdiction of Incorporation o |
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| December 6, 2021 |
EX-99.1 2 d192906dex991.htm EX-99.1 Exhibit 99.1 Tristar Acquisition I Corp. Announces the Separate Trading of its Common Stock and Warrants Commencing December 6, 2021 ATLANTA — December 2, 2021 — Tristar Acquisition I Corp. (NYSE: TRIS.U) (the “Company” or “Tristar”) today announced that holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants underly |
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| December 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V122 (CUSIP Number) October 18, 2021 (Date of event which requires filing of this statement) Check the appropriate box t |
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| November 29, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40905 Tristar Acquisition I Corp. |
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| November 9, 2021 |
8-K 1 d11943d8k.htm 8-K 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): November 3, 2021 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or Other Jurisdi |
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| November 9, 2021 |
Exhibit 99.1 TRISTAR ACQUISITION I CORP. NOTES TO UNAUDITED PRO FORMA BALANCE SHEET Page Unaudited Pro Forma Balance Sheet F-2 Notes to Unaudited Pro Forma Balance Sheet F-3 F-1 TRISTAR ACQUISITION I CORP. UNAUDITED PRO FORMA BALANCE SHEET October 18, 2021 October 18, 2021 Transaction Accounting Adjustments Pro Forma ASSETS CURRENT ASSETS: Cash $ 1,509,325 $ 330,000 e $ 1,509,325 $ (330,000 ) f Pr |
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| November 5, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - TRISTAR ACQUISITION I CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V122** (CUSIP Number) October 28, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate t |
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| October 28, 2021 |
D. E. SHAW & CO, L.P. - SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V1221 (CUSIP Number) October 18, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to w |
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| October 28, 2021 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value $0. |
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| October 28, 2021 |
EX-99.1 2 tm2130959d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| October 28, 2021 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| October 27, 2021 |
Cable One, Inc. - SCHEDULE 13G SC 13G 1 sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G9074V122 (CUSIP Number) October 18, 2021 (Date of Event Which Requires Filing of this Statem |
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| October 22, 2021 |
EX-99.1 2 d248310dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.0001 per share, of Tristar Acquisition I Corp. (this “Agreemen |
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| October 22, 2021 |
Exhibit 99.1 TRISTAR ACQUISITION I CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to the Balance Sheet 4 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Tristar Acquisition I Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of T |
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| October 22, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 d191305d8k.htm 8-K 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 18, 2021 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or Other Jurisd |
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| October 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9074V 106 (CUSIP Number) October 13, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| October 21, 2021 |
SC 13G 1 formsc13g-tristar.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V122 (CUSIP Number) October 18, 2021 (Date of event which requires filing of this statemen |
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| October 19, 2021 |
Exhibit 10.1 October 13, 2021 Tristar Acquisition I Corp. 2870 Peachtree Road, NW Suite 509 Atlanta, GA 30305 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Comp |
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| October 19, 2021 |
Indemnity Agreement, dated October 13, 2021, between the Company and David Jones Exhibit 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of October 13, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and David A. Jones, Jr. (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they |
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| October 19, 2021 |
EX-10.12 16 d142764dex1012.htm EX-10.12 Exhibit 10.12 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 13, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and David Barksdale (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations a |
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| October 19, 2021 |
Indemnity Agreement, dated October 13, 2021, between the Company and William M. Mounger II Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of March 5, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and William M. Mounger, II (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they a |
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| October 19, 2021 |
Tristar Acquisition I Corp. Announces Pricing of $200 Million Initial Public Offering Exhibit 99.1 Tristar Acquisition I Corp. Announces Pricing of $200 Million Initial Public Offering ATLANTA, Oct. 13, 2021 /PRNewswire/ ? Tristar Acquisition I Corp. (the ?Company?), today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the New York Stock Exchange and trade under the ticker symbol ?TRIS.U |
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| October 19, 2021 |
Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?), dated October 13, 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, it is proposed that the Company ent |
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| October 19, 2021 |
Indemnity Agreement, dated October 13, 2021, between the Company and Greg Boyd EX-10.10 14 d142764dex1010.htm EX-10.10 Exhibit 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 13, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Gregory Harold Boyd (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporatio |
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| October 19, 2021 |
Amended and Restated Memorandum and Articles of Association (1) Exhibit 3.1 THE COMPANIES ACT (2021 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TRISTAR ACQUISITION I CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021 AND EFFECTIVE ON [?] 2021) 1 TABLE A 1.1 The regulations in Table A in the Schedule to the Companies Act (2021 Revision) do not apply to this company. 2 INTERPRETATION 2.1 In these Articles where the contex |
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| October 19, 2021 |
Indemnity Agreement, dated October 13, 2021, between the Company and Steven Rogers EX-10.14 18 d142764dex1014.htm EX-10.14 Exhibit 10.14 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 13, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Steven Rogers (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as |
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| October 19, 2021 |
Indemnity Agreement, dated October 13, 2021, between the Company and Robert Willis Exhibit 10.9 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of October 13, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Robert Willis (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are pro |
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| October 19, 2021 |
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 13, 2021 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40905 98-1587643 (State or Other Jurisdiction of Incorporation o |
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| October 19, 2021 |
EX-1.1 2 d142764dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION 20,000,000 Units Tristar Acquisition I Corp. UNDERWRITING AGREEMENT October 13, 2021 Wells Fargo Securities, LLC As Representative of the several Underwriters c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 Loop Capital Markets LLC 111 W. Jackson Blvd., Suite 1901 Chicago, Illinois 60604 Ladies and Gentlem |
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| October 19, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 13, 2021, is made and entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page |
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| October 19, 2021 |
Indemnity Agreement, dated October 13, 2021, between the Company and Timothy Dawson Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of March 5, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Timothy Dawson (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provi |
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| October 19, 2021 |
Indemnity Agreement, dated October 13, 2021, between the Company and Cathy Martine-Dolecki Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of March 5, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Cathy-Ann Martine-Dolecki (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless the |
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| October 19, 2021 |
EX-10.2 6 d142764dex102.htm EX-10.2 Exhibit 10.2 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”), dated October 13, 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Purchaser”). WHEREAS, |
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| October 19, 2021 |
Exhibit 10.4 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 13, 2021 by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration s |
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| October 19, 2021 |
Exhibit 10.13 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of October 13, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Alex Parker (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are prov |
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| October 19, 2021 |
Exhibit 10.5 TRISTAR ACQUISITION I CORP. 2870 Peachtree Road, NW Suite 509, Atlanta, Georgia 30305 [ ], 2021 Tristar Holdings I LLC 2870 Peachtree Road, NW Suite 509 Atlanta, Georgia 30305Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Tristar Acquisition I Corp. (the ?Company?) and Tristar Holdings I Partners LLC (the ?Sponsor?), dated as of the dat |
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| October 14, 2021 |
Radcliffe Capital Management, L.P. - TRISTAR ACQUISITION I CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. ) Tristar Acquisition I Corp. (Name of Issuer) Class A ordinary share, $0.0001 par value (Title of Class of Securities) G9074V122** (CUSIP Numb |
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| October 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Tristar Acquisition I Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9074V122** (CUSIP Number) October 14, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| October 14, 2021 |
$200,000,000 Tristar Acquisition I Corp. 20,000,000 Units Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-255009 $200,000,000 Tristar Acquisition I Corp. 20,000,000 Units Tristar Acquisition I Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinat |
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| October 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Tristar Acquisition I Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1587643 (State or other jurisdiction of incorporation or organization) (IRS Employer Identific |
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| October 12, 2021 |
October 11, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Margaret Schwartz and Tim Buchmiller Re: Tristar Acquisition I Corp. Registration Statement on Form S-1 Filed September 29, 2021, as amended File No. 333-255009 Acceleration Request Requested Date: October 13, 2021 Requested Time: 5:00 P.M. Eastern |
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| October 12, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm October 11, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Margaret Schwartz and Tim Buchmiller Re: Tristar Acquisition I Corp. Registration Statement on Form S-1 Filed September 29, 2021, as amended File No. 333-255009 Dear Ms. Schwartz and Mr. Buchmiller: Pursuant to Rule |
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| September 29, 2021 |
As filed with the Securities and Exchange Commission on September 29, 2021 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on September 29, 2021 No. |
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| September 29, 2021 |
EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pag |
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| September 29, 2021 |
Specimen Warrant Certificate (2) Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Tristar Acquisition I Corp. Incorporated Under the Laws of the Cayman Islands CUSIP: G9074V 114 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) |
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| September 29, 2021 |
EX-10.1 Exhibit 10.1 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration |
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| September 29, 2021 |
EX-10.7 Exhibit 10.7 , 2021 Tristar Acquisition I Corp. 2870 Peachtree Road, NW Suite 509 Atlanta, GA 30305 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Compan |
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| September 29, 2021 |
EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Tristar Acquisition I Corp. DEFINITIONS CUSIP: G9074V 122 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per shar |
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| September 29, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (2021 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TRISTAR ACQUISITION I CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021 AND EFFECTIVE ON [?] 2021) 1 TABLE A 1.1 The regulations in Table A in the Schedule to the Companies Act (2021 Revision) do not apply to this company. 2 INTERPRETATION 2.1 In these Articles where the contex |
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| September 29, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this ?Agreement?), dated [ ], 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Tristar Holdings I, LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initi |
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| September 29, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter into |
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| September 29, 2021 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 20,000,000 Units Tristar Acquisition I Corp. UNDERWRITING AGREEMENT [•], 2021 Wells Fargo Securities, LLC As Representative of the several Underwriters c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 Loop Capital Markets LLC 111 W. Jackson Blvd., Suite 1901 Chicago, Illinois 60604 Ladies and Gentlemen: Tristar Acquisition I Corp., a Cayman Islands e |
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| September 29, 2021 |
Specimen Class A Ordinary Share Certificate (2) EX-4.2 5 d151956dex42.htm EX-4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES TRISTAR ACQUISITION I CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: G9074V 106 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF TRISTAR ACQUI |
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| September 13, 2021 |
As filed with the Securities and Exchange Commission on September 13, 2021 S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 13, 2021 No. |
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| September 10, 2021 |
September 10, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D. |
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| September 3, 2021 |
EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Tristar Acquisition I Corp. DEFINITIONS CUSIP: G9074V 122 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per shar |
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| September 3, 2021 |
Form of Forward Purchase Agreement.* EX-10.11 Exhibit 10.11 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”) and (the “Purchaser”). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or simila |
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| September 3, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this ?Agreement?), dated , 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Tristar Holdings I, LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial |
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| September 3, 2021 |
Exhibit 10.7 September , 2021 Tristar Acquisition I Corp. 2870 Peachtree Road, NW Suite 509 Atlanta, GA 30305 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Comp |
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| September 3, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”), dated , 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter |
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| September 3, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 20,000,000 Units Tristar Acquisition I Corp. UNDERWRITING AGREEMENT [?], 2021 Wells Fargo Securities, LLC As Representative of the several Underwriters c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 Loop Capital Markets LLC 111 W. Jackson Blvd., Suite 1901 Chicago, Illinois 60604 Ladies and Gentlemen: Tristar Acquisition I Corp., a Cayman Islands exempted |
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| September 3, 2021 |
EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page h |
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| September 3, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Tristar Acquisition I Corp. Incorporated Under the Laws of the Cayman Islands CUSIP: G9074V 114 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) |
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| September 3, 2021 |
Specimen Class A Ordinary Share Certificate. Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES TRISTAR ACQUISITION I CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: G9074V 106 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF TRISTAR ACQUISITION I CORP. (THE ?COMPANY?) su |
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| September 3, 2021 |
EX-10.1 Exhibit 10.1 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration sta |
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| September 3, 2021 |
EX-10.9 Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August 18, 2021, is by and among (i) Tristar Acquisition I Corp., a Cayman Islands exempted company (the “SPAC”), (ii) Tristar Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) Cable One, Inc., a Delaware corporation (the “Investor”). WHEREAS, the SPAC has filed, |
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| September 3, 2021 |
Form of Investment Agreement.* Exhibit 10.10 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of , 2021, is by and among (i) Tristar Acquisition I Corp. , a Cayman Islands exempted company (the “SPAC”), (ii) Tristar Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) (the “Investor”). WHEREAS, the SPAC has filed with the U.S. Securities and Exchange Commission (the “S |
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| September 3, 2021 |
EX-10.6 Exhibit 10.6 Tristar Acquisition I Corp. 2870 Peachtree Road, NW Suite 509 Atlanta, GA 30305 March 15, 2021 Tristar Holdings I LLC 2870 Peachtree Road, NW Suite 509 Atlanta, GA 30305 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on March 15, 2021, by and between Tristar Holdings I LLC, a Cayman Islands limited liability compan |
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| September 3, 2021 |
As filed with the Securities and Exchange Commission on September 3, 2021 S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on September 3, 2021 No. |
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| June 25, 2021 |
Exhibit 10.1 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of June , 2021 by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statem |
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| June 25, 2021 |
Exhibit 10.5 THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| June 25, 2021 |
DLA Piper LLP (US) 2000 University Avenue East Palo Alto, California 94303-2250 www. |
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| June 25, 2021 |
As filed with the Securities and Exchange Commission on June 24, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 24, 2021 No. |
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| May 21, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”), dated May , 2021 , is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter in |
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| May 21, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Tristar Acquisition I Corp. DEFINITIONS CUSIP: G9074V 122 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Or |
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| May 21, 2021 |
EXHIBIT 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequa |
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| May 21, 2021 |
Exhibit 10.7 May , 2021 Tristar Acquisition I Corp. 2870 Peachtree Road, NW Suite 509 Atlanta, GA 30305 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), |
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| May 21, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 25,000,000 Units Tristar Acquisition I Corp. UNDERWRITING AGREEMENT [?], 2021 Wells Fargo Securities, LLC As Representative of the several Underwriters c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 Loop Capital Markets LLC 111 W. Jackson Blvd., Suite 1901 Chicago, Illinois 60604 Ladies and Gentlemen: Tristar Acquisition I Corp., a Cayman Islands exempted |
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| May 21, 2021 |
Form of Audit Committee Charter.* Exhibit 99.11 TRISTAR ACQUISITION I CORP. AUDIT COMMITTEE CHARTER I. Purposes The Audit Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company?s compliance with legal and |
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| May 21, 2021 |
Form of Nominating and Corporate Governance Committee Charter.* Exhibit 99.9 TRISTAR ACQUISITION I CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. Purpose The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), shall: (a) identify individuals qualified to become members of the Board, consistent with criteria appr |
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| May 21, 2021 |
Corporate Governance Guidelines.* Exhibit 99.8 TRISTAR ACQUISITION I CORP. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the ?Board?) of Tristar Acquisition I Corp. (the ?Company?) has adopted the corporate governance guidelines set forth below to assist and guide the Board in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or |
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| May 21, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this ?Agreement?), dated May , 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Tristar Holdings I, LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an init |
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| May 21, 2021 |
Exhibit 10.1 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of May , 2021 by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration stateme |
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| May 21, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Tristar Acquisition I Corp. Incorporated Under the Laws of the Cayman Islands CUSIP: G9074V 114 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) |
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| May 21, 2021 |
Securities Subscription Agreement, dated March 15, 2021, between the Registrant and the Sponsor. Exhibit 10.6 Tristar Acquisition I Corp. 2870 Peachtree Road, NW Suite 509 Atlanta, GA 30305 March 15, 2021 Tristar Holdings I LLC 2870 Peachtree Road, NW Suite 509 Atlanta, GA 30305 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this ?Agreement?) is entered into on March , 2021, by and between Tristar Holdings I LLC, a Cayman Islands limited liability company (the ?Su |
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| May 21, 2021 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May , 2021, is made and entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page heret |
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| May 21, 2021 |
Form of Administrative Support Agreement.* Exhibit 10.8 TRISTAR ACQUISITION I CORP. 2870 Peachtree Road, NW Suite 509, Atlanta, Georgia 30305 [ ], 2021 Tristar Holdings I LLC 2870 Peachtree Road, NW Suite 509 Atlanta, Georgia 30305 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Tristar Acquisition I Corp. (the ?Company?) and Tristar Holdings I LLC (the ?Sponsor?), dated as of the date hereof |
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| May 21, 2021 |
CORRESP 1 filename1.htm DL A Piper LLP (US) 2000 University Avenue East Palo Alto, California 94303-2250 www.dlapiper.com Curtis L. Mo [email protected] T 650.833.2015 F 650.687.1170 May 21, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Margaret Schwartz and Tim Buchmiller Re: Tr |
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| May 21, 2021 |
Specimen Class A Ordinary Share Certificate. Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES TRISTAR ACQUISITION I CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: G9074V 106 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF TRISTAR ACQUISITION I CORP. (THE ?COMPANY?) su |
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| May 21, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 THE COMPANIES ACT (2021 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TRISTAR ACQUISITION I CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [•] 2021 AND EFFECTIVE ON [•] 2021) 1 TABLE A 1.1 The regulations in Table A in the Schedule to the Companies Act (2021 Revision) do not apply to this company. 2 INTERPRETATION 2.1 In these Articles where the contex |
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| May 21, 2021 |
Form of Compensation Committee Charter.* Exhibit 99.10 TRISTAR ACQUISITION I CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Tristar Acquisition I Corp., a Cayman Islands exempted company (the ?Company?) to: (A) assist the Board in overseeing the Company?s employee compensation policies and practices, including (i) determining and approvi |
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| May 21, 2021 |
Code of Ethics and Business Conduct.* Exhibit 99.7 CODE OF ETHICS AND BUSINESS CONDUCT OF TRISTAR ACQUISITION I CORP. 1. Introduction The Board of Directors (the ?Board?) of Tristar Acquisition I Corp. (the ?Company?) has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the fu |
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| May 21, 2021 |
Exhibit 10.5 THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| May 21, 2021 |
As filed with the Securities and Exchange Commission on May 21, 2021 S-1/A 1 d151956ds1a.htm S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on May 21, 2021 No. 333-255009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tristar Acquisition I Corp. (Exact name of registrant as specified in its charter) |
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| April 2, 2021 |
Exhibit 99.1 CONSENT OF ROBERT WILLIS Tristar Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Regis |
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| April 2, 2021 |
EX-99.6 Exhibit 99.6 CONSENT OF STEVEN ROGERS Tristar Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in t |
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| April 2, 2021 |
EX-99.2 Exhibit 99.2 CONSENT OF GREG BOYD Tristar Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the R |
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| April 2, 2021 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement). Table of Contents As filed with the Securities and Exchange Commission on April 2, 2021 No. |
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| April 2, 2021 |
Exhibit 99.3 CONSENT OF DAVID JONES Tristar Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registr |
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| April 2, 2021 |
Exhibit 99.5 CONSENT OF ALEX PARKER Tristar Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registr |
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| April 2, 2021 |
Memorandum and Articles of Association.* Exhibit 3.1 MEMORANDUM AND ARTICLES OF ASSOCIATION OF Tristar Acquisitions I Corp. Collas Crill Corporate Services Limited Willow House, Cricket Square P.O. Box 709, Grand Cayman, KY1-1107 Cayman Islands Tel: 345-949-4544 Fax: 345-949-8460 THE COMPANIES ACT (2021 REVISION) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF TRISTAR ACQUISITION I CORP. 1 The name of the Company is Tristar Acquis |
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| April 2, 2021 |
EX-99.4 Exhibit 99.4 CONSENT OF DAVID BARKSDALE Tristar Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in |
