Tristar Acquisition I Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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). |
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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 | |
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