CORRESP

September 10, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention: Margaret Schwartz and Tim Buchmiller

Re:

Tristar Acquisition I Corp.

Amendment No. 3 to Registration Statement on Form S-1

Filed September 3, 2021

File No. 333-255009

Dear Ms. Schwartz and Mr. Buchmiller:

Set forth below are responses to the comments that were provided by the Commission’s staff to our client, Tristar Acquisition I Corp. (“Tristar” or the “Company”), by your letter dated September 10, 2021 (the “Comment Letter”), regarding the above-referenced filing (the “Registration Statement”).

The text of the comment in the Comment Letter is included in the Company’s response for your reference.

In addition to the responses to the Commission’s comments, concurrently with the filing of this letter, Tristar will file Amendment No. 4 to the Registration Statement on Form S-1 (the “Amendment”) reflecting the Commission’s requested disclosure edits.

Summary

The Offering, page 15

Comment 1. Please revise to explain how the interests of the anchor investors may differ from other public stockholders with respect to a vote on an initial business combination.

Response: In response to the Staff’s comment, the Company has revised the disclosure as requested. Please see page 24 of the Amendment.

Risk Factors, page 40

Comment 2: On page 40 you state: “In the event that the anchor investors purchase the units that they have expressed an interest in purchasing in this offering, hold them until prior to our initial business combination and vote their public shares in favor of our initial business combination, a smaller portion of affirmative votes from other public shareholders would be required to approve our initial business combination.” Please revise page 40 and elsewhere to state explicitly that it is possible that the non-anchor investor public shareholders would not be able to impact the outcome of the approval of the initial business combination in this situation or any other matter presented for a shareholder vote.