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~~July 2322, 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~~exchangeon 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

AsOn ~~previously~~July ~~disclosed~~22, by2024, Tristar Acquisition I Corp., a(the ~~Cayman~~“Company” ~~Islands~~or ~~exempted company (~~“Tristar”) inissued aan ~~Current~~unsecured ~~Report~~promissory onnote ~~Form 8-K filed on November 16, 2023~~ (the “~~Prior 8-K~~Note”) ~~with~~in the ~~U.S.~~principal ~~Securities~~amount ~~and~~of ~~Exchange~~up ~~Commission~~to ~~(the “SEC”)~~$100,000 ~~Tristar~~to ~~entered~~Chunyi ~~into~~(Charlie) ~~a Business Combination Agreement~~Hao, ~~dated~~the ~~November~~Company’s 12President, ~~2023~~Chief ~~(as~~Financial ~~amended~~Officer onand ~~December~~Chairman ~~18,~~of ~~2023,~~ the ~~“Business~~Board ~~Combination~~of ~~Agreement”),~~the ~~with Helport AI Limited~~Company, afor ~~British~~the ~~Virgin~~Company’s ~~Islands~~working ~~business~~capital ~~company~~needs. ~~(“Pubco”),~~The ~~Merger~~Note Idoes ~~Limited,~~not abear ~~British~~interest ~~Virgin Islands business company~~ and amature ~~wholly-owned~~upon ~~subsidiary~~the earlier of ~~Pubco (~~the ~~“First~~closing ~~Merger~~of ~~Sub”), Merger II Limited,~~ an ~~exempted~~initial ~~company~~business ~~incorporated~~combination ~~with~~by ~~limited~~the ~~liability~~Company inand the ~~Cayman~~Company’s ~~Islands~~liquidation. ~~and~~The aforegoing ~~wholly-owned~~description ~~subsidiary~~ of ~~Pubco (~~the ~~“Second~~Note ~~Merger~~is ~~Sub”),~~qualified ~~Helport~~in ~~Limited,~~its aentirety ~~British~~by ~~Virgin~~reference ~~Islands~~to ~~business~~the ~~company~~full ~~(“Helport”),~~text ~~Navy~~of ~~Sail~~the ~~International~~form ~~Limited,~~of ~~a British Virgin Islands company, in~~ the ~~capacity as Purchaser Representative thereunder~~Note, ~~and~~which ~~Extra~~is ~~Technology~~filed ~~Limited,~~with athis ~~British~~Current ~~Virgin~~Report ~~Island~~on ~~business~~Form ~~company,~~8-K ~~in the capacity~~ as ~~Seller~~Exhibit ~~Representative thereunder, in connection with a proposed business combination among the parties (the “Business Combination”)~~10.1 ~~Unless~~and ~~otherwise~~is ~~defined~~incorporated herein, ~~capitalized~~by ~~terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement~~reference.

AsItem previously disclosed by Tristar in the Prior 8-K, pursuant to the Business Combination Agreement, prior to the closing (the “Closing”) of the Business Combination, Tristar, Helport, Pubco, Purchaser Representative and certain shareholders of Helport shall enter into lock-up agreements (each a “Original Key Seller Lock-Up Agreement”)2.03 ~~Pursuant~~Creation ~~to each Original Key Seller Lock-Up Agreement, each signatory thereto will agree not to, during the period commencing from the date~~ of ~~the Closing (the “Closing Date”) and ending on the 24-month anniversary of the Closing Date (subject to early release upon~~ a ~~change~~Direct ofFinancial ~~control~~Obligation ~~of Pubco~~ or ifan ~~the~~Obligation ~~closing~~under ~~price~~an ~~of Pubco ordinary shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 270 days after the Closing, the “Original Lock~~Off-UpBalance ~~Period”):~~Sheet ~~(i)~~Arrangement lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of ~~or agree to transfer or dispose of, directly or indirectly, or establish or increase~~ a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined in the Original Key Seller Lock-Up Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Original Key Seller Lock-Up Agreement)Registrant.

InThe ~~March~~disclosure ~~2024,~~contained ~~Helport issued to certain Helport shareholders (the “Helport Convertible Noteholders”),~~ in ~~several~~Item ~~private placements, convertible promissory notes (the “Helport Convertible Notes”) in the aggregate principal amount of $2.~~1 ~~million~~.01 ~~The Helport Convertible Notes bear an interest rate~~ of ~~8.00%~~this ~~per~~Current ~~annum~~Report ~~and will automatically convert into Helport ordinary shares at a conversion price of $10.80 per share~~ on ~~the~~Form ~~Closing~~8-K ~~Date,~~is ~~immediately~~incorporated ~~prior~~by toreference ~~the~~in ~~closing~~this ofItem ~~the Business Combination~~2.03.

OnItem May 23, 2024, Tristar, Helport, Pubco and Purchaser Representative entered into lock-up agreements (the “May Amended Lock-Up Agreements”) with five Helport Convertible Noteholders (the “Helport Investors”) and Guiqing Wang, a minority shareholder of Helport, pursuant to which, in consideration for the respective investments in the Helport Convertible Notes by each Helport Investor and for the investment in Helport ordinary shares by Guiqing Wang, the Lock-up Securities held by each Helport Investor would be restricted from a Prohibited Transfer for a period commencing from the Closing Date and ending on the 12-month anniversary of the Closing Date (subject to early release upon a change of control of Pubco or if the closing price of Pubco ordinary shares equals or exceeds $128.0001 ~~per~~Other ~~share for any 20 out of 30 trading days commencing 270 days after the Closing Date), instead of the Original Lock-up Period~~Events.

~~The~~Founder ~~foregoing~~Share ~~description of the May Amended~~ Lock-Up Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the May Amended Lock-Up Agreements, which are attached as Exhibits 10.1 hereto and incorporated herein by reference.Waiver

2As previously disclosed by the Company, the Company has entered into a letter agreement, dated October 13, 2021, as amended on July 18, 2023 and November 12, 2023 (as amended and as may be further amended, the “Letter Agreement”), with Tristar Holdings I LLC, a Delaware limited liability company (the “Prior Sponsor”), the former directors and officers of Tristar, Navy Sail International Limited (the “Sponsor”), the current officers and directors of Tristar, and their respective designees (all such parties, collectively, the “Initial Shareholders”). Additionally, in August 2021, the Prior Sponsor transferred an aggregate of 1,585,000 shares of the Company’s Class B ordinary shares to certain anchor investors (the “Anchor Investors”) in connection with their purchases of shares in the Company’s initial public offering, pursuant to certain investment agreements (collectively, the “Anchor Investment Agreements”). Pursuant to the Letter Agreement and the respective Anchor Investment Agreements, certain lock-up restrictions were imposed on the Tristar Class B ordinary shares (the “Founder Shares”) held by the Initial Shareholders, the Anchor Investors and their respective permitted transferees (collectively, the “Lock-up Parties”). Specifically, the Lock-up Parties agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of our initial business combination, subject to certain exceptions.

~~Forward~~Also as previously disclosed by Tristar, Tristar entered into certain Business Combination Agreement, dated as of November 12, 2023 (as amended on December 18, 2023, and as may be further amended, the “Business Combination Agreement”, and all of the transactions contemplated thereunder, the “Business Combination”), with Helport AI Limited, a British Virgin Islands business company (“Pubco”), Helport Limited, a British Virgin Islands business company (“Helport”), Merger I Limited, a British Virgin Islands business company (“First Merger Sub”), and Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-~~Looking~~owned ~~Statements~~subsidiary of Pubco (“Second Merger Sub”), among other parties.

~~The~~In ~~information~~connection inwith ~~this Current Report on Form 8-K contains,~~ and ~~certain~~in ~~oral~~furtherance ~~statements made by representatives~~ of ~~Pubco, Tristar and Helport and their respective affiliates, from time to time may contain, “forward-looking statements” within~~ the ~~meaning~~Business ~~of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Pubco’s~~Combination, Tristar’s and Helport’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” ~~“plan,”~~to ~~“may,”~~partially ~~“will,”~~waive ~~“could,”~~compliance ~~“should,”~~by ~~“believes,”~~the ~~“predicts,”~~respective ~~“potential,” “might” and “continues,” and similar expressions are intended to identify such forward~~Lock-~~looking~~up ~~statements.~~Parties ~~These forward-looking statements include, without limitation, Pubco’s, Tristar’s and Helport’s expectations~~ with ~~respect to future performance and anticipated financial impacts of~~ the ~~transactions~~lock-up ~~contemplated~~obligations byin the ~~Business~~Letter ~~Combination~~ Agreement ~~(the~~and ~~“Transactions”),~~ the ~~satisfaction~~Anchor ofInvestment ~~the~~Agreements ~~closing~~with ~~conditions~~respect to ~~the~~a ~~Transactions~~portion ~~and~~of the ~~timing~~Founder ofShares ~~the~~held ~~completion~~by of the ~~Transactions. These forward~~Lock-~~looking~~up ~~statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results~~Parties. ~~Most~~Pursuant ~~of these factors are outside of the control of Tristar or Helport and are difficult~~ to ~~predict.~~a Factors that may cause such differences include but are not limited to: (i) the inability of the parties to successfully or timely consummate the Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the surviving postLock-~~merger~~up ~~entity~~Waiver ~~(the~~Letter ~~“Company”) or the expected benefits of the Transactions, if not obtained; (ii) the failure~~ to ~~realize~~be ~~the~~entered ~~anticipated~~into ~~benefits of the Transactions; (iii) matters discovered~~ by the parties ascontemporaneously ~~they~~with ~~complete their respective due diligence investigation of~~ the ~~other~~closing ~~parties; (iv) the ability~~ of ~~Tristar prior to~~ the ~~Transactions,~~transactions ~~and~~contemplated ~~the~~by ~~Company following~~ the Transactions, to maintain the listing of the Company’s shares on a national exchange; (v) costs related to the Transactions; (vi) the failure to satisfy the conditions to the consummation of the Transactions, including the approval of the Business Combination Agreement, ~~by the shareholders of Tristar; (vii) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain~~ an ~~extension~~aggregate of ~~the stated deadline; (viii) the outcome of any legal proceedings that may be instituted against Pubco~~1,220,450 ~~Tristar~~Founder orShares ~~Helport~~held ~~related~~by to the ~~Transactions;~~Lock-up ~~(ix) the attraction and retention of qualified directors~~Parties, ~~officers,~~shall ~~employees~~be ~~and~~released ~~key~~from ~~personnel~~all oflock-up ~~Pubco,~~restrictions ~~Tristar~~set ~~and~~forth ~~Helport prior to the Transactions, and the Company following the Transactions; (x) the ability of the Company to compete effectively~~ in ~~a highly competitive market; (xi)~~ the ~~ability~~Letter toAgreement ~~protect~~ and ~~enhance Helport’s or~~ the ~~Company’s~~respective ~~corporate~~Anchor ~~reputation~~Investment ~~and~~Agreements. ~~brand;~~Of ~~(xii)~~ the ~~impact from future regulatory~~1, ~~judicial~~220,450 ~~and~~Founder ~~legislative~~Shares ~~changes~~to inbe ~~Helport’s or the Company’s industry; (xiii) competition from larger technology companies that have greater resources~~released, ~~technology~~169,500 ~~relationships~~Founder ~~and/or~~Shares ~~expertise;~~are ~~(xiv)~~held ~~future~~by ~~financial~~Mr. ~~performance of the Company following the Transactions~~Hao, ~~including the ability of future revenues to meet projected milestones; (xv) the ability of the Company to forecast~~ and ~~maintain an adequate rate of revenue growth and appropriately plan its expenses; (xvi)~~ the ~~ability~~balance ofare ~~the~~held ~~Company~~by ~~to generate sufficient revenue from each of its revenue streams; (xvii)~~ the ~~ability~~Anchor ofInvestors ~~the Company’s patents~~ and ~~patent~~other ~~applications~~non-affiliates ~~to protect the Company’s core technologies from competitors; (xviii) the Company’s ability to manage a complex set~~ of marketing relationships and realize projected revenues from subscriptions and/or advertisements; (xix) product sales and/or services; (xx) the Company’s ability to execute its business plans and strategy; (xxi) the ability of the Company to anticipate or successfully implement new technologies; (xxii) the ability of the Company to successfully collaborate with business partners; (xxiii) risks relating to the Company’s operations and business, including information technology and cybersecurity risks; and (xxiv) other risks and uncertainties disclosed from time to time in other reports and other public filings with the SEC by Pubco, Tristar ~~or Helport~~. ~~The~~All ~~foregoing~~other ~~list~~Founder ofShares ~~factors~~held is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such ~~forward~~Lock-~~looking~~up ~~statements.~~Parties ~~Readers~~will ~~are~~continue ~~cautioned not~~ to ~~place~~be ~~undue~~subject ~~reliance~~to ~~upon~~the ~~any~~applicable ~~forward~~lock-~~looking~~up ~~statements,~~restrictions ~~which speak only~~ as ofdescribed in the ~~date~~Letter ~~made.~~Agreement ~~Pubco, Tristar~~ and ~~Helport~~the ~~undertake~~respective noAnchor ~~obligation~~Investment toAgreements ~~update~~following ~~forward-looking statements to reflect events or circumstances after~~ the ~~date~~Business ~~they were made except as required by law or applicable regulation~~Combination.

~~Readers~~A ~~are~~copy ~~referred~~of to the ~~most~~form ~~recent~~of ~~filings with the SEC by Pubco and/or Tristar. Readers are cautioned not to place undue reliance upon any forward~~Lock-~~looking~~up ~~statements,~~Waiver ~~which~~Letter ~~speak~~is ~~only~~attached as ofExhibit ~~the~~10.1 ~~date~~hereto ~~made,~~ and ~~none~~is ofincorporated ~~Pubco,~~by ~~Helport~~reference ~~nor Tristar undertake any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise~~herein.

~~Additional~~Supplemental ~~Information~~Disclosures to Proxy Statement

~~Pubco~~In ~~has~~light ~~filed~~of ~~with~~ the ~~SEC~~above aFounder ~~Registration~~Share ~~Statement on Form F~~Lock-4up ~~(as may be amended~~Waiver, ~~the~~Tristar ~~“Registration~~determined ~~Statement”),~~to ~~which~~supplement ~~includes~~certain ainformation ~~preliminary~~contained ~~proxy statement of Tristar and a prospectus~~ in ~~connection with~~ the ~~proposed~~Proxy ~~Business~~Statement ~~Combination involving Tristar, Pubco, Merger I Limited, Merger II Limited and Helport pursuant to~~ (the ~~Business~~“Supplemental ~~Combination Agreement~~Disclosures”). ~~The~~Except ~~definitive proxy statement and other relevant documents will be mailed to shareholders of Tristar~~ as ofotherwise aset ~~record~~forth ~~date to be established for voting on Tristar’s proposed Business Combination with Helport. SHAREHOLDERS OF TRISTAR AND OTHER INTERESTED PARTIES ARE URGED TO READ~~below, ~~WHEN~~the ~~AVAILABLE,~~information ~~THE~~set ~~PRELIMINARY~~forth ~~PROXY~~in ~~STATEMENT,~~the ~~AND~~Proxy ~~AMENDMENTS~~Statement ~~THERETO,~~remains AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH TRISTAR’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT TRISTAR, HELPORT, PUBCO AND THE BUSINESS COMBINATIONunchanged. ~~Shareholders~~Capitalized ~~will~~terms ~~also~~used bebut ~~able~~not todefined ~~obtain~~herein ~~copies~~have of the ~~Registration~~meanings ~~Statement~~ascribed ~~and~~to ~~the~~them ~~proxy~~in ~~statement/prospectus, without charge, once available, on~~ the ~~SEC’s~~Proxy ~~website at www~~Statement.sec.gov or by directing a request to Tristar by contacting its Chief Executive Officer, Xiaoma (Sherman) Lu, c/o Tristar Acquisition I Corp., 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803, at +781 640-4446.

~~Participants~~The following Supplemental Disclosures should be read in ~~The~~conjunction ~~Solicitation~~with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement.

~~Tristar,~~The ~~Helport,~~following ~~Pubco~~disclosure ~~and~~should ~~their respective directors, executive officers and employees and other persons may~~ be ~~deemed~~added tofollowing ~~be participants in~~ the ~~solicitation~~final ofparagraph ~~proxies~~on ~~from~~page ~~the~~21 ~~holders~~ of ~~Tristar securities in respect of~~ the ~~proposed~~Proxy ~~Transactions~~Statement. Information about Tristar’s directors and executive officers and their ownership of Tristar’s securities is set forth in Tristar’s filings with the “SEC”. Additional information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed Transactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.

NoFounder ~~Solicitation~~Share orLock-Up ~~Offer~~ Waiver

~~This~~Tristar ~~Current~~has ~~Report~~also entered into a letter agreement, dated October 13, 2021, as amended on ~~Form~~July ~~8-K~~18, is2023 ~~for~~and ~~informational~~November ~~purposes~~12, ~~only~~2023 (as amended and ~~does~~as ~~not~~may ~~constitute~~be anfurther ~~offer~~amended, tothe ~~sell~~“Letter orAgreement”), with the ~~solicitation~~Prior ofSponsor, anthe ~~offer~~former todirectors ~~buy~~and ~~any~~officers ~~securities~~of ~~pursuant~~Tristar, tothe Sponsor, the ~~proposed~~current ~~Transactions~~officers orand ~~otherwise~~directors of Tristar, ~~nor~~and ~~shall~~their ~~there~~respective bedesignees ~~any~~(all ~~sale~~such ofparties, ~~securities~~collectively, inthe ~~any~~“Initial ~~jurisdiction~~Shareholders”). Additionally, in ~~which~~August 2021, the ~~offer,~~Prior ~~solicitation~~Sponsor ortransferred ~~sale~~an ~~would~~aggregate beof ~~unlawful~~1,585,000 ~~prior~~Founder Shares to certain anchor investors (the ~~registration~~“Anchor orInvestors”) ~~qualification~~in ~~under~~connection ~~the~~with ~~securities~~their ~~laws~~purchases of ~~any~~shares ~~such~~in ~~jurisdiction~~Tristar’s IPO, pursuant to certain investment agreements (collectively, the “Anchor Investment Agreements”). NoPursuant ~~offering~~to ofthe ~~securities~~Letter ~~shall~~Agreement beand ~~made~~the ~~except~~respective Anchor Investment Agreements, certain lock-up restrictions were imposed on the Founder Shares held by ~~means~~the ofInitial aShareholders, ~~prospectus~~the ~~meeting~~Anchor Investors and their respective permitted transferees (collectively, the ~~requirements~~“Founder ofShare ~~Section~~Lock-up 10Parties”). ofSpecifically, the ~~Securities~~Founder ~~Act~~Shares Lock-up Parties agreed not to transfer, assign or sell any of ~~1933~~their Founder Shares until one year after the completion of our initial business combination, assubject ~~amended~~to certain exceptions.

~~Item~~In 9connection with and in furtherance of the Business Combination, Tristar and Helport intend to partially waive compliance by the respective Founder Share Lock-up Parties with the lock-up obligations in the Letter Agreement and the Anchor Investment Agreements with respect to a portion of the Founder Shares held by the Founder Share Lock-up Parties.01 Pursuant to a Lock-up Waiver Letter to be entered into by the parties contemporaneously with the closing of the transactions contemplated by the Business Combination Agreement, an aggregate of 1,220,450 Founder Shares held by the Founder Share Lock-up Parties, shall be released from all lock-up restrictions set forth in the Letter Agreement and the respective Anchor Investment Agreements. ~~Financial~~Of ~~Statements~~the 1,220,450 Founder Shares to be released, 169,500 Founder Shares are held by Mr. Hao, and ~~Exhibits~~the balance is held by the Anchor Investors and other non-affiliates of Tristar. All other Founder Shares held by such Founder Share Lock-up Parties will continue to be subject to the applicable lock-up restrictions as described in the Letter Agreement and the respective Anchor Investment Agreements following the Business Combination.

~~(d)~~The ~~Exhibits.~~following ~~The~~disclosure should be added following ~~exhibits~~the ~~are~~first ~~being~~paragraph ~~filed~~on ~~herewith:~~page 48 of the Proxy Statement.

10.1*		May Amended Lock-Up Agreement, dated as of May 23, 2024, by and among Tristar Acquisition I Corp, Helport AI Limited, Navy Sail International Limited and the shareholders named thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

As disclosed elsewhere in this proxy statement/prospectus, in connection with and in furtherance of the Business Combination, Tristar and Helport intend to partially waive compliance by the respective Founder Share Lock-up Parties with the lock-up obligations in the Letter Agreement and the Anchor investment Agreements with respect to a portion of the Founder Shares held by the Founder Share Lock-up Parties. Pursuant to a Lock-up Waiver Letter to be entered into by the parties contemporaneously with the closing of the transactions contemplated by the Business Combination Agreement, an aggregate of 1,220,450 Founder Shares held by the Founder Share Lock-up Parties, shall be released from all lock-up restrictions set forth in the Letter Agreement and the respective Anchor Investment Agreements. Of the 1,220,450 Founder Shares to be released, 169,500 Founder Shares are held by Mr. Hao, and the balance is held by the Anchor Investors and other non-affiliates of Tristar. All other Founder Shares held by such Founder Share Lock-up Parties will continue to be subject to the applicable lock-up restrictions as described in the Letter Agreement and the respective Anchor Investment Agreements following the Business Combination.

* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.3

4The following disclosure should be added on page 108 immediately following the paragraph under the heading “Insider Letter Amendment” of the Proxy Statement.

~~SIGNATURE~~Founder Share Lock-Up Waiver

As disclosed elsewhere in this proxy statement/prospectus, in connection with and in furtherance of the Business Combination, Tristar and Helport intend to partially waive compliance by the respective Founder Share Lock-up Parties with the lock-up obligations in the Letter Agreement and the Anchor Investment Agreements with respect to a portion of the Founder Shares held by the Founder Share Lock-up Parties. Pursuant to a Lock-up Waiver Letter to be entered into by the ~~requirements~~parties contemporaneously with the closing of the ~~Securities~~transactions ~~Exchange~~contemplated ~~Act~~by the Business Combination Agreement, an aggregate of ~~1934~~1,220,450 Founder Shares held by the ~~registrant~~Founder ~~has~~Share ~~duly~~Lock-up ~~caused~~Parties ~~this~~shall ~~report~~be released from all lock-up restrictions set forth in the Letter Agreement and the respective Anchor Investment Agreements. Of the 1,220,450 Founder Shares to be ~~signed~~released, on169,500 ~~its~~Founder ~~behalf~~Shares are held by Mr. Hao, and the ~~undersigned~~balance ~~hereunto~~is ~~duly~~held ~~authorized~~by the Anchor Investors and other non-affiliates of Tristar. All other Founder Shares held by such Founder Share Lock-up Parties will continue to be subject to the applicable lock-up restrictions as described in the Letter Agreement and the respective Anchor Investment Agreements following the Business Combination.

	TRISTAR ACQUISITION I CORP.
Dated: May 24, 2024	By:	/s/ Xiaoma (Sherman) Lu
	Name:	Xiaoma (Sherman) Lu
	Title:	Chief Executive Officer

The following disclosure should be added following the third paragraph on page 162 of the Proxy Statement.

5On July 22, 2024, Tristar issued another unsecured promissory note (the “July 2024 Note”) in the principal amount of up to $100,000 to Chunyi (Charlie) Hao, Tristar’s President, Chief Financial Officer and Chairman of the Board, for its working capital needs. The July 2024 Note does not bear interest and mature upon the earlier of (a) the date that Tristar consummates an initial Business Combination and (b) the date of Tristar’s liquidation.

The following disclosure should be added as the final paragraph under the heading “Recent Developments” on page 162 of the Proxy Statement.

The following disclosure should be added following the final paragraph on page 230 of the Proxy Statement.

As disclosed elsewhere in this proxy statement/prospectus, in connection with and in furtherance of the Business Combination, Tristar and Helport intend to partially waive compliance by the respective Founder Share Lock-up Parties with the lock-up obligations in the Letter Agreement and the respective investment agreements with respect to a portion of the Founder Shares held by the Founder Share Lock-up Parties. Pursuant to a Lock-up Waiver Letter to be entered into by the parties contemporaneously with the closing of the transactions contemplated by the Business Combination Agreement, an aggregate of 1,220,450 Founder Shares held by the Founder Share Lock-up Parties shall be released from all lock-up restrictions set forth in the Letter Agreement and the respective investment agreements. Of the 1,220,450 Founder Shares to be released, 169,500 Founder Shares are held by Mr. Hao, and the balance is held by the Anchor Investors and other non-affiliates of Tristar. All other Founder Shares held by such Founder Share Lock-up Parties will continue to be subject to the applicable lock-up restrictions as described in the Letter Agreement and the respective investment agreements following the Business Combination.

The following disclosure should be added following the final paragraph on page 231 of the Proxy Statement.

On July 22, 2024, Tristar issued another unsecured promissory note (the “July 2024 Note”) in the principal amount of up to $100,000 to Chunyi (Charlie) Hao, Tristar’s President, Chief Financial Officer and Chairman of the Board, for its working capital needs. The July 2024 Note does not bear interest and mature upon the earlier of (a) the date that Tristar consummates an initial Business Combination and (b) the date of Tristar’s liquidation.

Forward-Looking Statements

The information in this Current Report on Form 8-K contains, and certain oral statements made by representatives of Pubco, Tristar and Helport and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Pubco’s, Tristar’s and Helport’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Pubco’s, Tristar’s and Helport’s expectations with respect to future performance and anticipated financial impacts of the transactions contemplated by the Business Combination Agreement (the “Transactions”), the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Tristar or Helport and are difficult to predict. Factors that may cause such differences include but are not limited to: (i) the inability of the parties to successfully or timely consummate the Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the surviving post-merger entity (the “Company”) or the expected benefits of the Transactions, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions; (iii) matters discovered by the parties as they complete their respective due diligence investigation of the other parties; (iv) the ability of Tristar prior to the Transactions, and the Company following the Transactions, to maintain the listing of the Company’s shares on a national exchange; (v) costs related to the Transactions; (vi) the failure to satisfy the conditions to the consummation of the Transactions, including the approval of the Business Combination Agreement by the shareholders of Tristar; (vii) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; (viii) the outcome of any legal proceedings that may be instituted against Pubco, Tristar or Helport related to the Transactions; (ix) the attraction and retention of qualified directors, officers, employees and key personnel of Pubco, Tristar and Helport prior to the Transactions, and the Company following the Transactions; (x) the ability of the Company to compete effectively in a highly competitive market; (xi) the ability to protect and enhance Helport’s or the Company’s corporate reputation and brand; (xii) the impact from future regulatory, judicial, and legislative changes in Helport’s or the Company’s industry; (xiii) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; (xiv) future financial performance of the Company following the Transactions, including the ability of future revenues to meet projected milestones; (xv) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; (xvi) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xvii) the ability of the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xviii) the Company’s ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions and/or advertisements; (xix) product sales and/or services; (xx) the Company’s ability to execute its business plans and strategy; (xxi) the ability of the Company to anticipate or successfully implement new technologies; (xxii) the ability of the Company to successfully collaborate with business partners; (xxiii) risks relating to the Company’s operations and business, including information technology and cybersecurity risks; and (xxiv) other risks and uncertainties disclosed from time to time in other reports and other public filings with the SEC by Pubco, Tristar or Helport. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Pubco, Tristar and Helport undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Readers are referred to the most recent filings with the SEC by Pubco and/or Tristar. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and none of Pubco, Helport nor Tristar undertake any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

Pubco has filed with the SEC a Registration Statement on Form F-4 (the “Registration Statement”), which has been declared effective by the SEC on July 5, 2024 and includes a definitive proxy statement of Tristar and a prospectus in connection with the proposed Business Combination involving Tristar, Pubco, Merger I Limited, Merger II Limited and Helport pursuant to the Business Combination Agreement. The definitive proxy statement and other relevant documents has been mailed to shareholders of Tristar as of the record date for voting on Tristar’s proposed Business Combination with Helport. SHAREHOLDERS OF TRISTAR AND OTHER INTERESTED PARTIES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH TRISTAR’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT TRISTAR, HELPORT, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, on the SEC’s website at www.sec.gov or by directing a request to Tristar by contacting its Chief Executive Officer, Xiaoma (Sherman) Lu, c/o Tristar Acquisition I Corp., 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803, at +781 640-4446.

Participants in The Solicitation

Tristar, Helport, Pubco and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Tristar securities in respect of the proposed Transactions. Information about Tristar’s directors and executive officers and their ownership of Tristar’s securities is set forth in Tristar’s filings with the “SEC”. Additional information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed Transactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.

No Solicitation or Offer

This Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
10.1		Promissory Note, dated July 22, 2024, issued to Chunyi (Charlie) Hao.
10.2		Form of Lock-up Waiver Letter
104		Cover Page Interactive Data File - the cover page XBRL tags are 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: July 22, 2024	By:	/s/ Xiaoma (Sherman) Lu
	Name:	Xiaoma (Sherman) Lu
	Title:	Chief Executive Officer

Filing Compare · Tristar Acquisition I Corp.