TRIS Tristar Acquisition I Corp

 

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)		(Commission File Number)		(IRS Employer Identification No.)

 

2 Burlington Woods Drive, Suite 100

Burlington, MA 01803

(Address of principal executive offices, including zip code)

 

+1 (781) 640-4446

Registrant’s telephone number, including area code:

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one Redeemable Warrant		TRIS.U		New York Stock Exchange
Class A Ordinary Share, par value $0.0001 per share		TRIS		New York Stock Exchange
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share		TRIS.W		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Introductory Note

 

On August 2, 2024, Tristar Acquisition I Corp., a Cayman Islands exempted company (“Tristar”) and Helport Limited, a British Virgin Islands business company (“Helport” or the “Company”) consummated (the “Closing”) their previously announced business combination (the “Business Combination”), pursuant to that certain Business Combination Agreement, dated as of November 12, 2023, as amended on December 18, 2023 (the “Business Combination Agreement”), by and among Tristar, Helport, Helport AI Limited, a British Virgin Islands business company (“Pubco”), Merger I Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (the “First Merger Sub”), Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”). Upon the Closing, each of Tristar and Helport shall become direct, wholly-owned subsidiaries of Pubco.

 

Following the consummation of the Business Combination, the Pubco Ordinary Shares and Pubco Warrants are expected to begin trade on the Nasdaq Capital Market on August 5, 2024 under the symbols “HPAI” and “HPAIW”.

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

As previously disclosed, on May 18, 2024, Tristar and Helport entered into subscription agreements with three investors on substantially the same terms, pursuant to which, among other things, Helport agreed to issue and sell to the investors, and the investors agreed to subscribe for and purchase an aggregate of 1,388,889 shares at a purchase price of $10.80 per  share, for an aggregate purchase price of $15,000,000, in a private placement (the “PIPE Investment”). The subscription agreements contained customary conditions to closing, including the consummation of the Business Combination. 

 

As reported in the proxy statement/prospectus included in the Registration Statement on Form F-4 (File No. 333-276940) of Helport AI Limited (“Pubco”), the PIPE Investment was subject to the risk that it might not be consummated due to a number of reasons, including that an investor may fail to fund any portion of the PIPE Investment or otherwise breach its obligations under the applicable subscription agreement, which might prevent the PIPE Investment from being consummated in a timely manner, or at all.

 

On August 2, 2024, in connection with the consummation of the Business Combination, Pubco received aggregate gross proceeds of $5.5 million out of the $15 million PIPE Investment and issued an aggregate of 509,259 shares to the PIPE Investors for such subscription. The reduced amount of gross proceeds was due to the inability of one of the investors to remit substantially all of its subscription. Each of Tristar and Pubco reserve their rights with respect to such investor’s obligations, however there are no assurances that the balance of such commitment will be remitted in a timely manner, if at all.

 

As a result of this change, Pubco’s post-closing ownership is as follows:

 

[_] 

 

Pubco estimates that the change to expected PIPE Investment proceeds received at Closing will result in [__].

 

Other than as described above, Pubco [does not believe that the reduction will have a material adverse affect on its business, financial condition, and results of operations after the consummation of the Business Combination.] Pubco expects to file, within four business days of the Closing, additional information with respect to the impact of the reduced PIPE Investment proceeds on Pubco’s [capitalization structure and pro forma financial information reflecting the transactions consummated in the Business Combination].  

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On August 1, 2024, Tristar held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Meeting”), at which holders of 11,966,727 Tristar Ordinary Shares were present in person or by proxy, constituting a quorum for the transaction of business. Only shareholders of record as of the close of business July 11, 2024, the record date for the Meeting, were entitled to vote at the Meeting. As of the record date, 16,358,802 Tristar Ordinary Shares were outstanding and entitled to vote at the Meeting. The proposals listed below are described in more detail in Tristar’s definitive proxy statement/prospectus, filed with the Securities and Exchange Commission on July 8, 2024 (the “Definitive Proxy Statement/Prospectus”). A summary of the final voting results at the Meeting is set forth below:

 

Proposal 1 - The Business Combination Proposal

 

Tristar’s shareholders approved Proposal 1 - the approval and adoption of the Business Combination Agreement, and the transactions contemplated therein, including the Business Combination whereby (a) the First Merger Sub will merge with and into Helport, with Helport surviving the First Merger as a wholly-owned subsidiary of Pubco; and (b) the Second Merger Sub will merge with and into Tristar, with Tristar surviving the Second Merger as a wholly-owned subsidiary of the Pubco. The votes cast were as follows:

 

For		Against		Abstain
12,034,642		368,416		0

 

 

Proposal 2 – The Merger Proposal

 

Tristar’s shareholders approved Proposal 2 – the approval of, the Second Merger and the Cayman Plan of Merger in relation to the Second Merger in substantially the form attached to the Definitive Proxy Statement/Prospectus, and any and all transaction provided for in the Cayman Plan of Merger. The votes cast were as follows:

 

For		Against		Abstain
12,034,642		368,416		0

 

Proposal 3 - The Memorandum and Articles Proposal

 

Tristar’s shareholders approved Proposal 3 – assuming the Business Combination Proposal is approved, the adoption by Pubco of Pubco’s amended and restated memorandum and articles of association (the “Proposed Pubco Memorandum and Articles”) to be adopted prior to consummation of the Business Combination. The votes cast were as follows:

 

For		Against		Abstain
11,084,672		368,416		949,970

 

Proposal 4 - The Organizational Documents Advisory Proposals

 

To consider and vote upon, separate and apart from the vote on the Memorandum and Articles Proposal, as an Ordinary Resolution, on an advisory and non-binding basis, that the five separate proposals with respect to certain governance provisions in the Proposed Pubco Memorandum and Articles to be adopted by Pubco be approved and authorized in all respects.

 

 

Organizational Documents Advisory Proposal 1

 

Tristar’s shareholders approved this proposal - to approve and adopt, on a non-binding advisory basis, provisions to be included in Proposed Pubco Memorandum and Articles, which provides that a director may be removed with or without cause by resolution of the directors, by resolution of the shareholders passed at a meeting of shareholders for the purposes of removing the director or for purposes including the removal of the director, or by a written resolution passed by a least 75% of the shareholders. The votes cast were as follows:

 

For		Against		Abstain
11,084,672		368,416		949,970

 

Organizational Documents Advisory Proposal 2

 

Tristar’s shareholders approved this proposal - to approve and adopt, on a non-binding advisory basis, provisions to be included in Proposed Pubco Memorandum and Articles providing that meetings of the shareholders may be convened by any director of Pubco at such times and in such manner and places as the director considers necessary or desirable, or upon the written request of shareholders entitled to exercise 30% or more of the voting rights in respect of the matter for which the meeting is requested. The votes cast were as follows:

 

For		Against		Abstain
11,084,672		368,416		949,970

 

Organizational Documents Advisory Proposal 3

 

Tristar’s shareholders approved this proposal - to approve and adopt, on a non-binding advisory basis, the exclusion of provisions from Proposed Pubco Memorandum and Articles relating to being a blank check company prior to the consummation of its initial business combination, including, for example, provisions pertaining to a trust account and time limits within which it must consummate an initial business combination. The votes cast were as follows:

 

For		Against		Abstain
11,084,672		368,416		949,970

 

Organizational Documents Advisory Proposal 4

 

Tristar’s shareholders approved this proposal - to approve and adopt, on a non-binding advisory basis, provisions to be included in the Proposed Memorandum and Articles providing that that the directors may at any time appoint any person to be a director to fill a vacancy for a term not exceeding the term that remained when the person who has ceased to be a director ceased to hold office. The votes cast were as follows:

 

For		Against		Abstain
11,084,672		368,416		949,970

 

 

Organizational Documents Advisory Proposal 5

 

Tristar’s shareholders approved this proposal- to approve and adopt, on a non-binding advisory basis, provisions to be included in the Proposed Memorandum and Articles providing that that Pubco is authorized to issue a maximum of 500,000,000 shares of a single class each with a par value of US$0.0001. The votes cast were as follows:

 

For		Against		Abstain
11,084,672		368,416		949,970

 

Proposal 5 - The Equity Incentive Plan Proposal

 

Tristar’s shareholders approved Proposal 5 – the adoption of the Pubco 2024 Equity Incentive Plan by Pubco. The votes cast were as follows:

 

For		Against		Abstain
10,978,351		374,737		1,049,970

 

Proposal 6 - The Director Election Proposal

 

Tristar’s shareholders approved Proposal 9 - to consider and vote upon a proposal to approve the election each of Guanghai Li, Xiaoma (Sherman) Lu, Jun Ge, Xinyue (Jasmine) Geffner and Kia Hong Lim to serve terms on Pubco’s board of directors effective at the Effective Time until the 2025 annual meeting of shareholders or until their respective successors are duly elected and qualified. The votes cast were as follows:

 

Guanghai Li:

 

For		Withhold		Broker Non-Vote
10,784,672		1,618,386		0

 

Xiaoma (Sherman) Lu:

 

For		Withhold		Broker Non-Vote
11,084,672		1,318,386		0

 

Jun Ge

 

For		Withhold		Broker Non-Vote
11,084,672		1,318,386		0

 

Xinyue (Jasmine) Geffner

 

For		Withhold		Broker Non-Vote
11,084,672		1,318,386		0

 

Kia Hong Lim

 

For		Withhold		Broker Non-Vote
10,784,672		1,618,386		0

 

 

Proposal 7 - The Share Issuance Proposal

 

Tristar’s shareholders approved Proposal 7 - for the purposes of complying with the applicable listing rules of NYSE, the issuance by Pubco of more than 20% of Pubco’s issued and outstanding ordinary shares to shareholders of Helport in connection with the Business Combination, which issuance may result in any investor acquiring such shares owning more than an aggregate of 20% of Pubco’s outstanding ordinary shares, or more than 20% of the voting power of Pubco, which could constitute a “change of control” under NYSE rules be approved and authorized in all respects. The votes cast were as follows:

 

For		Against		Abstain
11,084,669		368,419		949,970

 

As there were sufficient votes at the time of the Meeting to approve each of the above proposal, the “Adjournment Proposal” described in the Definitive Proxy Statement/Prospectus was not presented to stockholders.

 

Shareholders holding an aggregate of 10,480,699 Tristar Ordinary Shares exercised their right to have such shares redeemed for a pro rata portion of the trust account holding the proceeds from Tristar’s initial public offering, which was approximately $11.20 per share, or $117.47 million in the aggregate that was redeemed. The remaining amount in the trust account was used to fund certain expenses incurred by Tristar and Helport in connection with the Business Combination.

 

Item 8.01

 

Attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K are the press releases jointly issued by the parties announcing the consummation of the Business Combination.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
99.1		Press Release as of August 2, 2024
99.2		Press Release as of August 2, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

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

 

 

	TRISTAR ACQUISITION I CORP.
Dated: August 2, 2024	By:	/s/ Xiaoma (Sherman) Lu
	Name:	Xiaoma (Sherman) Lu
	Title:	Chief Executive Officer

 

 

7

 

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 digital platform and Tristar Acquisition I Corp. (“Tristar”) (NYSE: TRIS), a special purpose acquisition company, today announced the completion of their previously announced business combination. Helport’s ordinary shares and warrants will commence trading on Nasdaq under the new ticker symbols “HPAI” and “HPAIW”, respectively, on Monday, August 5, 2024. The business combination was approved by Tristar’s shareholders at an extraordinary general meeting of shareholders on August 1, 2024.

 

Mr. Guanghai Li, Helport’s Chief Executive Officer, said, “Today is an incredibly proud moment and a milestone for our company, our employees and our shareholders, as we begin our journey as a publicly traded company. We expect the public listing to catalyze our product development and service improvements, and enhance our brand awareness in the U.S. The gross proceeds raised through the transaction will position us to benefit from the growing AI-enabled business process outstanding market and enhance the efficiency and growth potential of our customers’ businesses. Today’s announcement is another step in making that vision a reality, reflecting years of innovation and focus. We believe the closing of this business combination will accelerate our business growth, while enabling us to embark on the next phase of our journey as a public company.”

 

Tristar’s Chief Executive Officer, Mr. Xiaoma (Sherman) Lu, said, “Helport is unique in its technology and ability to revolutionize the contact center and customer service industries. As a public company, Helport expects that it will have the platform to fully advance its vision, achieve financial progress and expand its footprint and position in the market. We are excited about the future and continuing to work alongside Guanghai and the entire management team in its public phase.”

 

Advisors

 

Ellenoff Grossman & Schole LLP, Ogier, and Rajah & Tann served as legal advisors to Tristar.

 

Hunter Taubman Fischer & Li LLC, Ogier and Reed Smith Resource Law Alliance served as legal advisors to Helport.

 

About Helport

 

Helport is dedicated to enhancing the customer contact experience. Helport’s mission is to provide front-line service staff with expert, real-time guidance and enrich every customer interaction with its AI technology, empowering contact center agents to deliver expert-level conversations. Helport also offers AI enabled agents for clients with outsourcing needs. Helport’s AI Management Suite provides supervisors with visibility into agent activities, allowing them to focus their time on where they are needed most. For more information, please visit Helport’s website: https://ir.helport.ai/.

 

About Tristar Acquisition I Corp.

 

Tristar Acquisition I Corp. was a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses globally.

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements, including, but not limited to, Helport's business plan and outlook. These forward-looking statements involve known and unknown risks and uncertainties and are based on Helport’s current expectations and projections about future events that Helport believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Helport undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although Helport believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and Helport cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in Helport’s registration statement and other filings with the U.S. Securities and Exchange Commission.

 

For investor and media inquiries, please contact:

 

Helport AI
Investor Relations
Email: ir@helport.ai.

 

 

 

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 and a digital platform and Tristar Acquisition I Corp. (“Tristar”), a special purpose acquisition company, today announced the consummation of a $5.5 million private placement financing in connection with the completion of their previously announced business combination. Together with the proceeds previously raised in the form of convertible notes issued to Helport note holders from March 2024 to June 2024 (the “Convertible Notes”), Helport has raised an aggregate of $10.39 million in gross proceeds to support its operations.

 

As previously disclosed, on May 18, 2024, Tristar and Helport entered into subscription agreements with three investors on substantially the same terms, pursuant to which, among other things, Helport agreed to issue and sell to the investors, and the investors agreed to subscribe for and purchase an aggregate of 1,388,889 shares at a purchase price of $10.80 per  share, for an aggregate purchase price of $15,000,000, in a private placement (the “PIPE Investment”). The subscription agreements contained customary conditions to closing, including the consummation of the Business Combination. 

 

As reported in the proxy statement/prospectus included in the Registration Statement on Form F-4 (File No. 333-276940) of Helport AI Limited (“Pubco”), the PIPE Investment was subject to the risk that it might not be consummated due to a number of reasons, including that an investor may fail to fund any portion of the PIPE Investment or otherwise breach its obligations under the applicable subscription agreement, which might prevent the PIPE Investment from being consummated in a timely manner, or at all.

 

On August 2, 2024, in connection with the consummation of the Business Combination, Pubco received aggregate gross proceeds of $5.5 million out of the $15 million PIPE Investment and issued an aggregate of 509,259 shares to the PIPE Investors for such subscription. The reduced amount of gross proceeds was due to the inability of one of the investors to remit substantially all of its subscription. Each of Tristar and Pubco reserve their rights with respect to such investor’s obligations, however there are no assurances that the balance of such commitment will be remitted in a timely manner, if at all.

 

As of August 2, 2024, through the PIPE Investment and the Convertible Notes, Helport has raised aggregate gross proceeds of $10.39 million to support its operations.

 

About Helport

 

Helport is dedicated to enhancing the customer contact experience. Helport’s mission is to provide front-line service staff with expert, real-time guidance and enrich every customer interaction with its AI technology, empowering contact center agents to deliver expert-level conversations. Helport also offers AI enabled agents for clients with outsourcing needs. Helport’s AI Management Suite provides supervisors with visibility into agent activities, allowing them to focus their time on where they are needed most. For more information, please visit Helport’s website: https://ir.helport.ai/

 

 

 

About Tristar Acquisition I Corp.

 

Tristar Acquisition I Corp. was a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses globally.

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements, including, but not limited to, Helport's business plan and outlook. These forward-looking statements involve known and unknown risks and uncertainties and are based on Helport’s current expectations and projections about future events that Helport believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Helport undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although Helport believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and Helport cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in Helport’s registration statement and other filings with the U.S. Securities and Exchange Commission.

 

For investor and media inquiries, please contact:

 

Helport AI

Investor Relations

Email: ir@helport.ai.

 

 

 

 

 

v3.24.2.u1

Cover	Aug. 02, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2024
Entity File Number	001-40905
Entity Registrant Name	Tristar Acquisition I Corp.
Entity Central Index Key	0001852736
Entity Tax Identification Number	98-1587643
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	2 Burlington Woods Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	781
Local Phone Number	640-4446
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	TRIS.U
Security Exchange Name	NYSE
Class A Ordinary Share, par value $0.0001 per share
Title of 12(b) Security	Class A Ordinary Share, par value $0.0001 per share
Trading Symbol	TRIS
Security Exchange Name	NYSE
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Title of 12(b) Security	Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Trading Symbol	TRIS.W
Security Exchange Name	NYSE

---