Form 8-K - Current report

 

 

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

 

2 Burlington Woods Drive, Suite 100

Burlington, MA 01803

(Address of principal executive offices, including zip code)

 

[phone]

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: None

 

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. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Tristar Notes Forgiveness and Replacements

 

As previously disclosed, 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”) the transactions (collectively, the “Business Combination”) contemplated by 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, Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco, Navy Sail International Limited, a British Virgin Islands business company, in the capacity as Purchaser Representative thereunder and Extra Technology Limited, a British Virgin Islands business company, in the capacity as Seller Representative thereunder.

 

As previously disclosed in the definitive proxy statement/prospectus filed by Tristar with the U.S. Securities and Exchange Commission (the “SEC”) on July 9, 2024, as supplemented (the “Proxy Statement”), Tristar issued unsecured promissory notes to its officers and their affiliates for working capital needs, including the July 2023 Extension Notes (as defined in the Proxy Statement), the September 2023 Notes (as defined in the Proxy Statement), the May 2024 Notes (as defined in the Proxy Statement) and the July 2024 Note (as defined in the Proxy Statement). As of the date of Closing, $3,125,000 remained outstanding under such promissory notes (the “Tristar Promissory Notes”). In connection with the Closing, Tristar, Pubco and the holders of the Tristar Promissory Notes (the “Tristar Promissory Noteholders”), entered into a letter agreement (the “Letter Agreement” ), pursuant to which the Tristar Promissory Notes will be forgiven by the Tristar Promissory Noteholders in exchange for the issuance of new promissory notes issued by Pubco in the aggregate principal amount of $3,125,000 (the “New Pubco Promissory Notes”). The New Pubco Promissory Notes are unsecured and shall be due and payable on the 12-month anniversary of the Closing of Business Combination. The New Pubco Promissory Notes do not bear any interest.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
10.1		Letter Agreement, dated as of August 9, 2024, by and among Tristar Promissory Noteholders, Tristar Acquisition I Corp. and Helport AI Limited.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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 9, 2024	By:	/s/ Cong Shi
	Name:	Cong Shi
	Title:	Director

 

2

 

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 Issuer owing to the Mr. Lu under (i) that certain promissory note issued by the Issuer to Mr. Lu, dated May 3, 2024, in the aggregate principal amount of up to $200,000 (as amended, supplemented or otherwise modified from time to time, the “May 2024 Lu Note”), and (ii) that certain promissory note issued by the Issuer to Mr. Lu, dated September 13, 2023, in the aggregate principal amount of up to $500,000 (as amended, supplemented or otherwise modified from time to time, the “September 2023 Lu Note” and together with the May 2024 Lu Note, the “Lu Notes”).

 

(2) Chunyi (Charlie) Hao (“Mr. Hao”) forgive the total indebtedness and obligations of the Issuer owing to the Mr. Hao under (i) that certain promissory note issued by the Issuer to Mr. Hao, dated May 3, 2024 in the aggregate principal amount of up to $400,000 (as amended, supplemented or otherwise modified from time to time, the “May 2024 Hao Note”), (ii) that certain promissory note issued by the Issuer to Mr. Hao, dated September 13, 2023, in the aggregate principal amount of up to $500,000 (as amended, supplemented or otherwise modified from time to time, the “First September 2023 Hao Note”), (iii) that certain promissory note issued by the Issuer to Mr. Hao, dated July 8, 2024, in the aggregate principal amount of up to $100,000 (as amended, supplemented or otherwise modified from time to time, the “July 2024 Hao Note”), (iv) that certain promissory note issued by the Issuer to Mr. Hao, dated July 18, 2023, in the aggregate principal amount of up to $375,000 (as amended, supplemented or otherwise modified from time to time, the “July 2023 Hao Note”), and (v) that certain promissory note issued by the Issuer to Mr. Hao, dated September 13, 2023, in the aggregate principal amount of up to $125,000 (as amended, supplemented or otherwise modified from time to time, the “Second September 2023 Hao Note” and together with the First September 2023 Hao Note, the July 2024 Hao Note, the July 2023 Hao Note and May 2024 Hao Note, the “Hao Notes”).

 

(3) Michael H. Liu (“Mr. Liu”) forgive the total indebtedness and obligations of the Issuer owing to the Mr. Liu under that certain promissory note issued by the Issuer to Mr. Liu, dated September 13, 2023, in the aggregate principal amount of up to $500,000 (as amended, supplemented or otherwise modified from time to time, the “Liu Note”).

 

(4) Liya Chen (“Mrs. Chen”) forgive the total indebtedness and obligations of the Issuer owing to the Mrs. Chen under that certain promissory note issued by the Issuer to Mrs. Chen, dated September 13, 2023, in the aggregate principal amount of up to $500,000 (as amended, supplemented or otherwise modified from time to time, the “Chen Note” and together with the Lu Notes, the Hao Notes and the Liu Note, the “Notes”).

 

 

 

 

In exchange for the forgiveness of the Notes:

 

(1) Helport AI Limited (“Pubco”) agrees to issue to Mr. Hao, on the date hereof a promissory note for the aggregate principal amount of $1,500,000, in the form set forth on Exhibit A hereto (the “Hao Replacement Note”).

 

(2) Pubco agrees to issue to Mr. Lu, on the date hereof a promissory note for the aggregate principal amount of $625,000, in the form set forth on Exhibit B hereto (the “Lu Replacement Note”).

 

(3) Pubco agrees to issue to Mr. Liu, on the date hereof a promissory note for the aggregate principal amount of $500,000, in the form set forth on Exhibit C hereto (the “Liu Replacement Note”).

 

(4) Pubco agrees to issue to Mrs. Chen, on the date hereof a promissory note for the aggregate principal amount of $500,000, in the form set forth on Exhibit D hereto (the “Chen Replacement Note” and together with the Hao Replacement Note, Lu Replacement Note and Liu Replacement Note, collectively, the “Replacement Notes”).

 

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Mr. Lu, Mr. Hao, Mr. Liu and Mrs. Chen, the Issuer and Pubco agree and acknowledge that, effective as of the date upon which the Mr. Lu, Mr. Hao, Mr. Liu and Mrs. Chen receive the Replacement Notes, the Notes (other than those provisions thereof, if any, that expressly survive the termination of the Notes, as applicable), and each of the applicable loan documents entered into in connection therewith, are hereby terminated and shall be of no further force or effect.

 

This letter and the acknowledgment hereto may be executed in any number of counterparts, each of which when executed and delivered by facsimile or otherwise shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

 

THIS LETTER, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES).

 

2

 

 

	Very truly yours,
	By:	/s/ Xiaoma (Sherman) Lu
		Xiaoma (Sherman) Lu
	By:	/s/ Chunyi (Charlie) Hao
		Chunyi (Charlie) Hao

 

	By:	/s/ Michael H. Liu
		Michael H. Liu
	By:	/s/ Liya Chen
		Liya Chen

 

3

 

 

AGREED TO AND ACKNOWLEDGED AS OF THE
DATE FIRST ABOVE WRITTEN

 

TRISTAR ACQUISITION I CORP.
By:	/s/ Cong Shi
	Name:	Cong Shi
	Title:	Director

 

HELPORT AI LIMITED
By:	/s/ Guanghai Li
	Name:	Guanghai Li
	Title:	CEO and Chairman of the Board of Directors

 

4

 

 

EXHIBIT A

 

Hao Replacement Note

 

(See attached)

 

 

 

 

EXHIBIT B

 

Lu Replacement Note

 

(See attached)

 

 

 

 

EXHIBIT C

 

Liu Replacement Note

 

(See attached)

 

 

 

 

EXHIBIT D

 

Chen Replacement Note

 

(See attached)

 

 

 

Cover	Aug. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 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

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