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

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. ☐

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers. 

 

On August 3, 2023, Tristar Acquisition I Corp. (the “Company”) filed with the Securities and Exchange Commission and mailed to its shareholders the Company’s information statement on Schedule 14f-1 in connection with a change in majority control of the Company’s board of directors other than by a meeting of shareholders (the “14F”). The Company designated each of Xinyue (Jasmine) Geffner, Stephen Markscheid and Wang Chiu (Tommy) Wong (the “New Directors”) to fill the vacancies to be left by departing directors Greg Boyd, David Jones, David Barksdale, Alex Parker and Steven Rogers (the “Outgoing Directors”), to be effective upon the later of (x) the expiration of all applicable waiting periods under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and (y) the Company’s filing of its quarterly report on Form 10-Q for the period ended June 30, 2023.

 

On August 14, 2023, the resignation of the Outgoing Directors and appointment of the New Directors became effective. The biographical information for each of the New Directors disclosed in the 14F is incorporated herein by reference. No family relationships exist between any of the New Directors and any other directors or executive officers of the Company. There are no transactions to which the Company is or was a participant and in which any New Director has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

Each of the New Directors will enter into a joinder (the “Joinder Agreement”) to that certain letter agreement, as amended, and that certain registration rights agreement, both dated October 13, 2021, by and among the Company, the Company’s initial shareholders, the Sponsor, and certain officers and directors. In addition, each of the New Directors, Chunyi (Charlie) Hao, Chief Executive Officer and Director, and Michael H. Liu, Chief Financial Officer and Director will enter into indemnification agreements (“Indemnification Agreements”) with the Company, each of which will be substantially similar to the indemnification agreements entered into by the other officers and directors in connection with the Company’s initial public offering.

 

The foregoing descriptions are qualified in its entirety by reference to the Joinder Agreement, a form of which is attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 24, 2023, and the Indemnification Agreements, a form of which is attached as Exhibit 10.4 to the Company’s Amendment No. 5 to Registration Statement on Form S-1/A, as filed with the Securities and Exchange Commission on September 29, 2023, each of which is incorporated herein by reference.

  

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.

 

Description

104

 

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

2

 

  

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 18, 2023

By:

/s/ Chunyi (Charlie) Hao

 

 

Name: 

Chunyi (Charlie) Hao

 

 

Title:

Chief Executive Officer

 

 

 

3

 

v3.23.2
Cover
Aug. 14, 2023
Document Information Line Items  
Entity Registrant Name Tristar Acquisition I Corp.
Entity Central Index Key 0001852736
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Aug. 14, 2023
Entity Ex Transition Period false
Entity Incorporation State Country Code E9
Entity Tax Identification Number 98-1587643
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity File Number 001-40905
Entity Address Address Line 1 2 Burlington Woods Drive
Entity Address Address Line 2 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
Units Each Consisting Of One Class A Ordinary Share0.0001 Par Value And One Half Of One Redeemable Warrant Member  
Document Information Line Items  
Trading Symbol TRIS.U
Security 12b Title Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Security Exchange Name NYSE
Class A Ordinary Share, par value $0.0001 per share  
Document Information Line Items  
Trading Symbol TRIS
Security 12b Title Class A Ordinary Share, par value $0.0001 per share
Security Exchange Name NYSE
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share  
Document Information Line Items  
Trading Symbol TRIS.W
Security 12b Title Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Security Exchange Name NYSE
Tristar Acquisition I (NYSE:TRIS)
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