UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No.1)
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to ___________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
+1 (
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 1, 2024, there were
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Tristar Acquisition I Corp. (the “Company,” “we,” “us,” or “our”), for the nine months ended September 30, 2023, as filed with the Securities and Exchange Commission (“SEC”) on November 14, 2023 (the “Original Filing”). As discussed in Note 2 of the notes to the financial statements included in this Amendment, the Company has restated the following related to the Company’s financial statements:
| 1. | Management determined there was an extinguishment of debt with the Company’s prior sponsor, Tristar Holdings I LLC, (the “Prior Sponsor”), which is a related party, and the extinguishment of debt was incorrectly recorded in the condensed statement of operations instead of as a capital contribution as required by ASC 470-50-40-2. |
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| 2. | The Company incorrectly recorded a change in fair value of an unsecured convertible promissory note issued to the Prior Sponsor (the “Prior Sponsor Working Capital Loan”) in the condensed statement of operations. The Company’s management determined that, in accordance with ASC 815-15-25 and 470-50-40-2 the Company should have recorded the change in face value vs. fair value for the Prior Sponsor Working Capital Loan, as a capital contribution since it was issued at a discount and the debt was with a related party. Additionally, management of the Company re-evaluated certain assumptions related to the fair value of the Prior Sponsor Working Capital Loan, at the date of forgiveness, September 6, 2023. |
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| 3. | The Company’s management did not appropriately record share-based compensation in connection with the Class B ordinary shares of the Company, par value $0.0001 per share, granted to former directors in accordance with ASC 817, “Compensation – Stock Compensation.” |
Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s previously issued unaudited condensed financial statements as of September 30, 2023 (the “Original Financial Statements”) should no longer be relied upon and that it is appropriate to restate the Original Financial Statements. As such, the Company will restate its financial statements in this Amendment for the Company’s unaudited condensed financial statements included in the Original Filing.
The restatement is more fully described in Note 2 of the notes to the financial statements included in this Amendment. In addition, Item 2 - Management Discussion & Analysis and Item 4 – Controls and Procedures have been updated to detail further disclosure of the effects and actions taken by the Company’s management and Audit Committee.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officers and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment under Part II – Item 6.
Items Amended In This Amendment
For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Amendment to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the above-mentioned revisions:
| · | Part I – Item 1. Financial Statements |
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| · | Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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| · | Part I – Item 4. Controls and Procedures. |
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| · | Part II – Item 6 – Exhibits. The Company’s Chief Executive Officer and Chief Financial Officer provided new certifications dated as of the date of the filing of this Form 10-Q/A Amendment No. 1. |
Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and, accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Original Filing.
2 |
TRISTAR ACQUISITION I CORP.
FORM 10-Q/A FOR THE QUARTER ENDED SEPTEMBER 30, 2023
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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| Condensed Balance Sheets as of September 30, 2023 (Unaudited) (Restated) and December 31, 2022 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. (Restated) |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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3 |
Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
TRISTAR ACQUISITION I CORP. | ||||||||||||||
CONDENSED BALANCE SHEETS | ||||||||||||||
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ASSETS |
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CURRENT ASSETS: |
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Cash |
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Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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TOTAL ASSETS |
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LIABILITIES AND SHAREHOLDERS' DEFICIT |
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CURRENT LIABILITIES: |
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Accounts payable |
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Accrued expenses |
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Total current liabilities |
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LONG TERM LIABILITIES: |
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Promissory notes - related parties |
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Derivative warrant liabilities |
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Deferred underwriting fee payable |
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Total long term liabilities |
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Total liabilities |
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Commitments and contingencies |
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Class A ordinary shares subject to possible redemption, |
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Shareholders' deficit: |
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Preferred shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total shareholders' deficit |
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT |
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See accompanying notes to unaudited condensed financial statements.
4 |
Table of Contents |
TRISTAR ACQUISITION I CORP. | |||||||||||||||||||||||
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||||||||||
For the three and nine months ended September 30, 2023 and 2022 | |||||||||||||||||||||||
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| Three Months September 30, 2023 (restated) |
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| Three Months September 30, 2022 |
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| Nine Months Ended September 30, 2023 (restated) |
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| Nine Months Ended September 30, 2022 |
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General and administrative expenses |
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Loss from operations |
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Other income (loss): |
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Interest income |
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Interest income - investments held in trust |
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Change in fair value of derivative warrant liabilities |
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Forgiveness of deferred underwriting fee payable |
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Total other income |
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Net income |
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Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption |
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Basic and diluted net income per share, Class A ordinary shares subject to redemption |
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Basic and diluted weighted average shares outstanding, Class B ordinary shares |
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Basic and diluted net income per share, Class B ordinary shares |
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See accompanying notes to unaudited condensed financial statements.
5 |
Table of Contents |
TRISTAR ACQUISITION I CORP. | ||||||||||||||||||||||||||||
CONDENSED STATEMENTS OF CHANGES SHAREHOLDERS' DEFICIT (UNAUDITED) | ||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2023 (restated) and 2022 | ||||||||||||||||||||||||||||
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| FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 |
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Balance - January 1, 2023 |
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Remeasurement of Class A ordinary shares subject to possible redemption |
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Net income |
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Balance - March 31, 2023 |
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Remeasurement of Class A ordinary shares subject to possible redemption |
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Forgiveness of deferred underwriting fee payable |
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Net income |
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Balance - June 30, 2023 |
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Remeasurement of Class A ordinary shares subject to possible redemption |
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Prior Sponsor capital contribution |
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Share based compensation |
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Forgiveness of service administrative fee Prior Sponsor |
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Change in fair value of Prior Sponsor Working Capital Loan |
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Forgiveness of Prior Sponsor Working Capital Loan at fair value |
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Net income |
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Balance September 30, 2023 (restated) |
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Balance - January 1, 2022 |
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Net income |
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Balance - March 31, 2022 |
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Remeasurement of Class A ordinary shares subject to possible redemption |
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Net income |
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Balance - June 30, 2022 |
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Remeasurement of Class A ordinary shares subject to possible redemption |
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Net income |
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Balance September 30, 2022 |
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See accompanying notes to unaudited condensed financial statements.
6 |
Table of Contents |
TRISTAR ACQUISITION I CORP. | |||||||||||||||||
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||||||||
For the nine months ended September 30, 2023 (restated) and 2022 | |||||||||||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Change in derivative warrant liabilities |
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Interest income earned on investment held in Trust Account |
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Former Sponsor service administrative fee |
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Share based compensation |
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Forgiveness of deferred underwriting fee payable |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable |
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Accrued expenses |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash withdrawal from Trust Account |
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Cash deposited into Trust Account |
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Net cash provided by investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Redemptions of Class A ordinary shares |
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Proceeds from promissory note - related party |
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Proceeds from Prior Sponsor |
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Net cash used in financing activities |
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NET INCREASE (DECREASE) IN CASH |
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CASH BEGINNING OF PERIOD |
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CASH END OF PERIOD |
| $ |
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| $ |
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SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: |
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Forgiveness of Prior Sponsor Working Capital Loan at fair value |
| $ |
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| $ | |
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Initial fair value adjustment Prior Sponsor Working Capital Loan |
| $ |
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| $ | |
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Forgiveness of administrative support fees |
| $ | |
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| $ | |
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Forgiveness of deferred underwriting fee payable allocated to additional paid in capital |
| $ |
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| $ |
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Remeasurement of Class A ordinary shares to redemption amount |
| $ |
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| $ |
|
See accompanying notes to unaudited condensed financial statements.
7 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Note 1—Description of Organization and Business Operations and Liquidity
Tristar Acquisition I Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 5, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2023 and December 31, 2022, the Company had not yet commenced any operations. All activity through September 30, 2023 relates to the Company’s formation and the initial public offering (“IPO” or “Initial Public Offering”) described below and since completion of the IPO, searching for a target with which to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31st as its fiscal year end.
The Company’s prior sponsor was Tristar Holdings I LLC, a Delaware limited liability company (the “Prior Sponsor”). On July 18, 2023, upon the consummation of the Sponsor Handover (as defined below), Navy Sail International Limited, a British Virgin Islands company (the “Sponsor”), became the new sponsor of the Company.
Initial Public Offering
The registration statement for the Company’s Initial Public Offering was declared effective on October 13, 2021. On October 18, 2021, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering and the over-allotment option, the Company consummated the sale of
Transaction costs amounted to $
Following the closing of the Initial Public Offering and over-allotment option, an amount of $
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Trust Account and the sale of the Private Placement Warrants will not be released from the Trust Account until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended, the “Amended and Restated Memorandum and Articles of Association”) to modify the substance or timing of the Company’s obligation to redeem
8 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account ($
The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association as then in effect, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders, Sponsor, anchor investors, and management team have agreed to vote any Founder Shares held by them, and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
The initial shareholders, the Prior Sponsor, the Sponsor, our management team and their respective designees and affiliates (as described in Note 6) have agreed to (i) waive their redemption rights with respect to any Founder Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by October 18, 2024 or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination by October 18, 2024. However, if such persons acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below).
9 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
The Company will have up until October 18, 2024 if it utilizes the full Extension (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $
The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. Notwithstanding such waiver, in the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($
In order to protect the amounts held in the Trust Account, the Prior Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $
On March 1, 2023, the Company entered into a non-binding letter of intent that sets forth preliminary terms and conditions of a potential Business Combination with a privately held company that the Company believed substantially met its criteria and guidelines with which it had discussions over an extended period of time. On June 12, 2023, the Company sent a written notice to the potential target company terminating the letter of intent.
Extension
On July 18, 2023, the Company held an extraordinary general meeting of shareholders (the “EGM”). At the EGM, the Company’s shareholders approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”) to (i) extend the date by which it has to complete a Business Combination (the “Termination Date”) from July 18, 2023 to October 18, 2023, and without another shareholder vote, to further extend the Termination Date for an additional one (1) month as needed, on a month-to-month basis, up to twelve (12) times, until October 18, 2024 (the “Extension”), and (ii) remove the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $
In connection with the Charter Amendment, shareholders holding
10 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Sponsor Handover
On July 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company’s Prior Sponsor and the Sponsor and its designees (the “Purchaser”), whereby the Prior Sponsor agreed to transfer to the Purchaser
In connection with the Sponsor Handover, the Company, its officers and directors, the Sponsor and the Purchaser entered into additional agreements whereby: (a) the Purchaser and its designees signed a joinder agreement (the “Joinder Agreement”) to become a party to the Letter Agreement (the “Letter Agreement”) and the Registration Rights Agreement (“Registration Rights Agreement”), both dated October 13, 2021 and entered into in connection with the IPO, among the Company, the Sponsor and certain equityholders of the Company; and (b) the Letter Agreement was amended by the parties thereto to allow for the Transfer (the “Letter Agreement Amendment”). In addition, at the Closing, the Company’s IPO underwriters waived their respective entitlement to the payment of any deferred underwriting fees to be paid under the terms of Section 2(c) and Section 5(bb) of the Underwriting Agreement dated October 13, 2021 (the “Underwriting Agreement”).
As part of the Sponsor Handover, the Company introduced a change in management (the “Management Change”) and the Board as follows: (i) effective as of July 18, 2023, Chunyi (Charlie) Hao replaced William M. Mounger as Chief Executive Officer and director, and Michael H. Liu replaced Timothy Allen Dawson as Chief Financial Officer, and Mr. Liu was also appointed as a director of the Board; (ii) effective as of July 18, 2023, Cathy Martine-Dolecki tendered her resignation as Chief Operating Officer and director and Robert Willis tendered his resignation as director; and (iii) effective August 14, 2023, Greg Boyd, David Jones, David Barksdale, Alex Parker and Steven Rogers tendered their resignations as directors. The Company has appointed each of Xinyue (Jasmine) Geffner, Stephen Markscheid and Wang Chiu (Tommy) Wong to fill the vacancies left by departing Messrs. Boyd, Jones, Barksdale, Parker and Rogers.
In connection with the Closing, on July 18, 2023, the Purchaser caused $
On July 18, 2023, the Company issued an unsecured promissory note (the “July 2023 Extension Note”) in an amount of $
On September 13, 2023, the Company issued unsecured promissory notes (the “September 2023 Notes”) in an aggregate amount of $
Change in Officers
Effective September 13, 2023, Chunyi (Charlie) Hao submitted his resignation as Chief Executive Officer. Also effective on September 13, 2023 the board of directors of the Company appointed (a) Chunyi (Charlie) Hao as the President of the Company and as Chairman of the board of directors of the Company, (b) Xiaoma (Sherman) Lu as Chief Executive Officer of the Company and (c) Ri (Richard) Yuan as Chief Investment Officer of the Company.
11 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Liquidity, Capital Resources and Going Concern
As of September 30, 2023 and December 31, 2022, the Company had cash outside the Trust Account of $
Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 18, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and a further extension is not approved by the Company’s shareholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur within the Combination Period and a further extension is not approved by the Company’s shareholders, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 18, 2024.
Additionally, the Company may need to raise additional capital in order to operate our business prior to our initial Business Combination through loans or additional investments. The Company’s officers, directors, Sponsor or affiliate of our Sponsor may, but are not obligated to loan the Company funds to meet working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions, on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
12 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Note 2—Restatement of Previously Issued Financial Statements
In connection with the preparation of the financial statements of the Company as of and for the year ended
December 31, 2023, the Company determined that there were errors related to the following as of and for the three and nine month periods ended September 30, 2023:
| 1. | There was an extinguishment of debt with the Prior Sponsor which occurred on June 30, 2023, who is a related party, and the Company incorrectly recorded the extinguishment of debt in the condensed statement of operations instead of as a capital contribution as required by ASC 470-50-40-2. The Company has adjusted the Prior Sponsor’s forgiveness of the service administrative fee (see Note 6) totaling $ |
|
|
|
| 2. | The Company incorrectly recorded a change in fair value of the Prior Sponsor Working Capital Loan in the condensed statement of operations as previously reported for the period ended September 30, 2023. The Company in accordance with ASC 815-15-25 and 470-50-40-2 should have recorded the change in face value vs. fair value for the Prior Sponsor Working Capital Loan (see Note 6), as a capital contribution since it was issued at a discount and the debt was with a related party. Additionally, management of the Company re-evaluated certain assumptions related to the fair value of the Prior Sponsor Working Capital Loan, at the date of forgiveness, September 6, 2023. The assumptions that changed were related to the probability of a successful Business Combination and the timing of when a successful Business Combination would be complete. The assumption that was changed related to the probability of a successful Business Combination at September 6, 2023 was because management of the Company was only in preliminary discussions with potential target companies to consummate a Business Combination, therefore the probability of the consummation of a Business Combination was less than probable and the probability was lowered from the initial assumption. Additionally, because of the preliminary stages the Company was in regarding a potential Business Combination at September 6, 2023, management of the Company changed the assumption of when the consummation of a Business Combination would be complete to the third quarter of 2024 instead of the original assumption of the second quarter of 2024. The adjustments resulted in a decrease in net income in the condensed statement operations for the three and nine month periods ended September 30, 2023 and increase in additional paid-in capital totaling $ |
|
|
|
| 3. | The Company did not assess the Founder Shares granted to former directors correctly in accordance with ASC 817, “Compensation – Stock Compensation” as of July 18, 2023. The error resulted in the Company failing to record a shared based compensation expense totaling $ |
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|
|
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated.
The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:
Balance sheet as of September 30, 2023 | ||||||||||||
|
|
|
|
|
|
| ||||||
|
| As previously reported |
|
| Adjustments |
|
| As restated |
| |||
Additional paid-in capital |
| $ |
|
| $ |
|
| $ |
| |||
Accumulated deficit |
| $ | ( | ) |
| $ | ( | ) |
|
| ( | ) |
Statement of Operations for the three months ended September 30, 2023 | ||||||||||||
|
|
|
|
|
|
| ||||||
|
| As previously reported |
|
| Adjustments |
|
| As restated |
| |||
General and administrative expenses and loss from operations |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Total other income |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Total net income |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Basic and diluted net income per share, Class A ordinary shares subject to redemption |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Basic and diluted net income per share, Class B ordinary shares |
| $ |
|
| $ | ( | ) |
| $ |
|
Statement of Operations for the nine months ended September 30, 2023 | ||||||||||||
|
|
|
|
|
|
| ||||||
|
| As previously reported |
|
| Adjustments |
|
| As restated |
| |||
General and administrative expenses and loss from operations |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Total other income |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Total net income |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Basic and diluted net income per share, Class A ordinary shares subject to redemption |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Basic and diluted net income per share, Class B ordinary shares |
| $ |
|
| $ | ( | ) |
| $ |
|
Note 3—Significant Accounting Policies
Basis of Presentation
The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of September 30, 2023 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
13 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.
Investments Held in Trust Account
As of September 30, 2023 and December 31, 2022, the assets held in Trust Account were held in money market funds, which invest in U.S. Treasury securities.
Until November 9, 2023, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company classifies its U.S. Treasury securities as trading securities in accordance with FASB ASC 320 “Investments—Debt and Equity Securities.”
On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.
The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets as of September 30, 2023 and December 31, 2022 is reconciled on the following table:
Gross proceeds from Initial Public Offering, including sale of the over-allotment option |
| $ |
| |
Less: |
|
|
|
|
Fair value of Public Warrants at issuance |
|
| ( | ) |
Offering costs allocated to Class A ordinary shares subject to possible redemption, net of reimbursement from underwriters |
|
| ( | ) |
Plus: |
|
|
|
|
Initial accretion on Class A ordinary shares subject to possible redemption amount |
|
|
| |
Remeasurement on Class A ordinary shares subject to possible redemption amount |
|
|
| |
Class A ordinary shares subject to possible redemption, December 31, 2022 |
|
|
| |
Less: |
|
|
|
|
Redemption of Class A ordinary shares |
|
| ( | ) |
Plus: |
|
|
|
|
Accretion on Class A ordinary shares subject to possible redemption amount |
|
|
| |
Class A ordinary shares subject to possible redemption, September 30, 2023 |
| $ |
|
As of September 30, 2023 and December 31, 2022,
Income Taxes
The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
14 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on March 5, 2021, the evaluation was performed for the 2022 and 2021 tax years which will be the only periods subject to examination.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Share-based Compensation
The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liabilities
The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”), in accordance with ASC 815-40, “Derivatives and Hedging -- Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change.
15 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Fair Value of Financial Instruments
ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The carrying amounts reflected in the balance sheet for cash, prepaid expenses, investments held in Trust Account, accounts payable, and accrued expenses approximate fair value due to their short-term nature.
The three levels of the fair value hierarchy under ASC 820 are as follows:
Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.
Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
See Note 10 for additional information on assets and liabilities measured at fair value.
Convertible Promissory Note – Prior Sponsor Working Capital Loan
The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under ASC 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statements of operations.
The Company accounts for any extinguishment of the fair value of convertible notes in accordance with ASC 470-50-40-2. Under ASC 470-50-40-2 the fair value extinguishment of convertible notes from related parties are recognized as additional paid in capital.
Net Income Per Ordinary Share
The Company applies the two-class method in calculating net income per ordinary share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of ordinary share. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per ordinary share is computed by dividing the pro rata net income between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding. The calculation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for
16 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Note 3—Significant Accounting Policies – Continued
|
| For the three months ended September 30, 2023 |
|
| For the three months ended September 30, 2022 |
| ||
Ordinary shares subject to possible redemption |
|
|
|
|
|
| ||
Numerator: Earnings allocable to Redeemable Class A ordinary shares |
|
|
|
|
|
| ||
Net income allocable to Class A ordinary shares subject to possible redemption |
| $ |
|
| $ |
| ||
Denominator: Redeemable Class A ordinary shares, |
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
| ||
Basic and diluted net income per share, Redeemable Class A ordinary share |
| $ |
|
| $ |
| ||
Non-redeemable ordinary shares |
|
|
|
|
|
|
|
|
Numerator: Net income allocable to Class B ordinary shares not subject to redemption |
|
|
|
|
|
|
|
|
Net income allocable to Class B ordinary shares not subject to redemption |
| $ |
|
| $ |
| ||
Denominator: Weighted Average non-redeemable Class B ordinary shares |
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
| ||
Basic and diluted net income per share |
| $ |
|
| $ |
|
|
| For the nine months ended September 30, 2023 |
|
| For the nine months ended September 30, 2022 |
| ||
Ordinary shares subject to possible redemption |
|
|
|
|
|
| ||
Numerator: Earnings allocable to Redeemable Class A ordinary shares |
|
|
|
|
|
| ||
Net income allocable to Class A ordinary shares subject to possible redemption |
| $ |
|
| $ |
| ||
Denominator: Redeemable Class A ordinary shares, |
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
| ||
Basic and diluted net income per share, Redeemable Class A ordinary share |
| $ |
|
| $ |
| ||
Non-redeemable ordinary shares |
|
|
|
|
|
|
|
|
Numerator: Net income allocable to Class B ordinary shares not subject to redemption |
|
|
|
|
|
|
|
|
Net income allocable to Class B ordinary shares not subject to redemption |
| $ |
|
| $ |
| ||
Denominator: Weighted Average non-redeemable Class B ordinary shares |
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
| ||
Basic and diluted net income per share |
| $ |
|
| $ |
|
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
17 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Note 4—Initial Public Offering
Pursuant to the Initial Public Offering, the Company sold
Note 5—Private Placement
Simultaneously with the closing of the Initial Public Offering, the Prior Sponsor purchased an aggregate of
On July 18, 2023, in connection with the Sponsor Handover, the Prior Sponsor transferred
Note 6—Related Party Transactions
Founder Shares
On March 15, 2021, the Prior Sponsor subscribed to purchase
In March 2021, the
In November 2021, the
On July 18, 2023, as part of the Sponsor Handover each of the
Effective July 18, 2023, the Prior Sponsor amended the Founder Share Purchase Agreement with the former directors to remove the performance condition clause which required the former directors to be a director of the Company until the consummation of a Business Combination or would forfeit their Founder Shares back to the Prior Sponsor.
The Founder Shares transferred to the former Chief Financial Officer, former Chief Operating Officer, and former directors is in the scope of ASC 718 (see Note 11).
On July 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company’s Prior Sponsor and the Sponsor and its designees (the “Purchaser”), whereby the Prior Sponsor agreed to transfer to the Purchaser
18 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
The Prior Sponsor, the Company Sponsor, Prior Officers, Prior Directors, Anchor Investors (as defined below), the Management, and their respective designees and affiliates, have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of Class A Ordinary Shares equals or exceeds $
A total of eleven anchor investors (the “Anchor Investors”) each purchased an allocation of Units as determined by the underwriters, in the Initial Public Offering at the offering price of $10.00 per unit. Pursuant to such Units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other Public Shareholders. Further, the Anchor Investors are not required to (i) hold any Units, Class A Ordinary Shares or Warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A Ordinary Shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Public Shares underlying the Units purchased in the Initial Public Offering as the rights afforded to the Company’s other Public Shareholders.
Each Anchor Investor has entered into separate investment agreements with the Company and the Prior Sponsor pursuant to which each Anchor Investor agreed to purchase a specified number of Founder Shares. One Anchor Investor purchased
The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $
Administrative Support Agreement
In connection with the IPO, the Company entered into an agreement with the Prior Sponsor, to pay a total of $
19 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Related Party Loans
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $
On June 12, 2023, we issued an unsecured promissory note to the Prior Sponsor, whereby the Prior Sponsor agreed to loan up to $
The Prior Sponsor has the option to convert all or any portion of the Prior Sponsor Working Capital Loan into Private Placement Warrants at a price of $
On July 18, 2023, the Company issued the unsecured July 2023 Extension
On September 13, 2023, the Company issued the unsecured September 2023
Note 7—Commitments and Contingencies
Registration and Shareholder Rights Agreement
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements.
20 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Underwriting Agreement
The Company paid an underwriting discount of $
On June 23, 2023, the underwriters agreed to waive there entitlement to the deferred underwriting commission of $
Forward Purchase Agreements
On June 21, 2021 and July 26, 2021, respectively, the Company entered into forward purchase agreements pursuant to which one anchor investor and one institutional accredited investor that are not affiliated with the Prior Sponsor or any member of the Company’s management, have subscribed to purchase from the Company an aggregate of
On September 13, 2023 and September 14, 2023, the Company and one anchor investor and one institutional accredited investor mutually terminated and cancelled the forward purchase agreements described above.
Investment Banking Services
In February 2023, the Company entered into an agreement with a third party investment banking company to provide certain investment banking services in connection with a potential Business Combination of a privately held company as described in Note 1 and a possible private placement by the Company to one or more potential investors of securities of the Company in connection with the potential Business Combination. The investment banking company as part of the agreement, may be entitled to success fees in the event that the Company finalizes a Business Combination. If a Business Combination is consummated, the investment banking company would be entitled to the following:
| - | The Company will pay or cause to be paid to the investment banking company a success fee equal to $ |
|
|
|
| - | In the event that a possible private placement offering is consummated, the Company will pay or cause to be paid a success fee equal to |
21 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
The investment banking company shall be entitled to a portion of such success fees as noted above, as determined by the Company, provided, however that in no event shall the investment banking company’s portion of such success fees be less than 50% of the total success fees.
The Company also agrees to reimburse the investment banking company for all reasonable out-of-pocket expenses, not to exceed $
In July 2023, the Company terminated the agreement with the third party investment banking company for the provision of certain investment banking services in connection with a potential Business Combination (which included waiver of all potential fees and rights thereunder by the third party investment banking company, excluding the above unbilled reimbursable costs noted above).
Note 8—Warrant Liability
Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a)
The Warrants will have an exercise price of $
22 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
The Private Placement Warrants will be identical to the Public Warrants, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until
The Company may call the Public Warrants for redemption:
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ |
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
The Company accounts for the
The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants have been allocated a portion of the proceeds from the issuance of the Units equal to its fair value. These warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
Note 9—Shareholders’ Deficit
Class A Ordinary Shares—The Company is authorized to issue
Class B Ordinary Shares—The Company is authorized to issue
23 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
Shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the Board for any reason. Holders of the Public Shares will not be entitled to vote on the Company’s election of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding Class B ordinary shares may remove a member of the Board for any reason. These provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by no less than two-thirds of the Company’s ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote of a simple majority of the Company’s Class B ordinary shares. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial Business Combination, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one basis. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,
Preferred Shares —The Company is authorized to issue
Dividends
The Company has not paid any cash dividends on the ordinary shares to date and does not intend to pay cash dividends prior to the completion of the initial Business Combination.
Note 10—Fair Value Measurements
The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
| As of September 30, 2023 |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets: |
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|
|
|
|
|
|
|
|
|
|
| ||||
Investments held in Trust Account |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
| As of December 31, 2022 | ||||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
24 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
|
| As of September 30, 2023 |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Warrant liability – Public Warrants |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Warrant liability - Private Placement Warrants |
|
|
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| ||||
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Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
| As of December 31, 2022 |
| ||||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| |||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Warrant liability – Public Warrants |
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Warrant liability - Private Placement Warrants |
|
|
|
|
|
|
|
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|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
As of September 30, 2023 and December 31, 2022, the estimated fair value of the Public Warrants was determined by their public trading price and the estimated fair value of the Private Placement Warrants was determined using a probability-adjusted Black-Scholes method to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrants are determined using Level 3 inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The following table provides the significant inputs to the probability-adjusted Black-Scholes method for the fair value of the Private Warrants:
|
| September 30, 2023 |
|
| December 31, 2022 |
| ||
Stock price |
| $ |
|
| $ |
| ||
Exercise price |
| $ |
|
| $ |
| ||
Dividend yield |
|
| - | % |
|
| - | % |
Expected term (in years) |
|
|
|
|
|
| ||
Volatility |
|
| % |
|
| % | ||
Risk-free rate |
|
| % |
|
| % | ||
Fair value |
| $ |
|
| $ |
|
As described in Notes 2 and 5, the Company accounted for the Prior Sponsor Working Capital Loan using the fair value option in accordance with ASC 815. The Company utilized a compound option valuation model to estimate the fair value of the Prior Sponsor Working Capital Loan. Significant inputs to the valuation are as follows at each drawdown:
|
| July 6, 2023 |
|
| July 7, 2023 |
|
| July 13, 2023 |
|
| July 13, 2023 |
| ||||
Conversion price |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Private warrant price |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Volatility |
|
| % |
|
| % |
|
| % |
|
| % | ||||
Term |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Risk-free rate |
|
| % |
|
| % |
|
| % |
|
| % | ||||
Dividend yield |
|
| 0.00 | % |
|
| 0.00 | % |
|
| 0.00 | % |
|
| 0.00 | % |
Number of steps |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Drawdown amount – cash value |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Fair value |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | |
|
25 |
Table of Contents |
TRISTAR ACQUISITION I CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)
As noted in Note 6, the Prior Sponsor forgave the Prior Sponsor Working Capital Loan on September 6, 2023. Significant inputs to the valuation are as follows at September 6, 2023:
|
| September 6, 2023 |
| |
Conversion price |
| $ |
| |
Private warrant price |
| $ |
| |
Volatility |
|
| % | |
Term |
|
|
| |
Risk-free rate |
|
| % | |
Dividend yield |
|
| 0.00 | % |
Number of steps |
|
|
| |
Total drawdowns date of forgiveness – cash value |
| $ |
| |
Fair value |
| $ | |
|
The following tables provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the nine months ended September 30, 2023 and 2022:
|
| Convertible promissory note – Prior Sponsor Working Capital Loan |
|
| Private Placement Warrants |
|
| Total |
| |||
Fair value at January 1, 2023 |
| $ |
|
| $ |
|
| $ |
| |||
Change in fair value of Private Warrants |
|
|
|
|
|
|
|
|
| |||
Proceeds from drawdown – cash value |
|
|
|
|
|
|
|
|
| |||
Change in fair value of convertible note |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Forgiveness of convertible note moved to additional paid in capital |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Fair value at September 30, 2023 |
| $ |
|
| $ |
|
| $ |
|
|
| Private Placement Warrants |
| |
Fair value at January 1, 2022 |
| $ |
| |
Change in fair value of Private Warrants |
|
| ( | ) |
Fair value at September 30, 2022 |
| $ |
|
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
Note 11—Share-Based Compensation
Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned, unless there is a modification in the award. As described in Note 6, the former Chief Financial Officer and former Chief Operating Officer were transferred 50,000 Founder Shares (25,000 each) from the Prior Sponsor at the original purchase price in March 2021, $0.0035 per share. The Founder shares transferred to the former Chief Financial Officer and former Chief Operating Officer vested on the grant date of the Founder Shares. The Company did not record any share-based compensation related to the 50,000 Founder Shares held by the then-Chief Financial Officer and Chief Operating Officer at the grant date as the amount was deemed de minimis.
The 150,000 Founder Shares transferred from the Prior Sponsor to the former directors had no share-based compensation recorded at the original grant date because the Founder Share Purchase Agreement had a performance condition which required the former directors to continue as directors of the Company through the date a business combination is consummated. The Company determined that the performance condition was not probable of being met in March 2021, when the Founder Shares were granted.
On July 18, 2023, as part of the Sponsor Handover each of the
The former directors retained 34,500 Founder Shares (5,750 Founder shares each) as part of the Sponsor Handover. Effective July 18, 2023, the Prior Sponsor amended the Founder Share Purchase Agreement with the former directors to eliminate the performance condition. Under ASC 718, the amendment to remove the performance condition is considered a modification of the equity-classified award. In accordance with ASC 718, the modification to change the vesting in an equity-classified award from improbable to probable requires the Company to determine the fair value of the modified equity-classified award at the modification date and recognize share-based compensation over the remaining service period, if any. The
The Company estimated the Founder Shares fair value on July 18, 2023 by using the Finnerty Model with the following inputs:
|
| July 18, 2023 |
| |
Class A Ordinary Share Price |
| $ |
| |
Discount rate using Finnerty Model |
| % | ||
Volatility |
|
| | % |
Term (in years) |
|
|
| |
Fair value |
| $ |
|
The Class A ordinary share price was derived from the public share price of the Class A ordinary share at July 18, 2023. The discount rate was derived using the Finnerty Model. The inputs used for the Finnerty Model included the volatility which was derived from the historical volatility of the Company and the term which was derived from management’s assumption that a business combination would consummate by October 18, 2024 plus one additional year due to the Founder Share Purchase Agreement including a lock-up transfer restriction clause whereby the holders of the Founder Shares cannot transfer any Founder Shares until at least one year after the completion of an initial Business Combination.
Note 12—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.
On November 13, 2023, the Company and Continental entered into an amendment to the Investment Management Trust Agreement, dated October 13, 2021, by and between the Company and Continental (“Trust Agreement”), enabling Continental to hold the funds in the Trust Account in an interest-bearing demand deposit account.
On November 13, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) providing for the business combination (the “Helport Business Combination”) between the Company and Helport Limited (“Helport”), an AI technology company registered in the British Virgin Islands with operations based in Singapore. Pursuant to the Business Combination Agreement, each of the Company and Helport will merge with and into newly formed merger subsidiaries of Helport AI Limited, a British Virgin Islands company (“Pubco”) and become wholly-owned subsidiaries of Pubco. The outstanding securities of Helport and the Company will be converted into the right to receive securities of Pubco.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (Restated)
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2023 (“Report”) including, without limitation, statements in this section regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements.”
Restatement
In connection with the preparation of the financial statements of the Company as of and for the year ended December 31, 2023, the Company determined there were errors related to presentation and accounting for i) extinguishment of related party debt with the Prior Sponsor related to the service administrative fee and Prior Sponsor Working Capital Loan and ii) share-based compensation with former directors of the Company. The errors impacted the previously issued financial statements as of and for the quarterly period ending on September 30, 2023.
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,”. the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated.
Overview
We are a blank check company incorporated on March 5, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase or similar business combination with one or more businesses or entities. We have not yet selected any Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of the IPO and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.
As indicated in the accompanying condensed financial statements, as of September 30, 2023, we had $1,568,107 of cash, and no deferred offering costs. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Recent Developments
On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.
On November 13, 2023, the Company and Continental entered into an amendment to the Trust Agreement, enabling Continental to hold the funds in the Trust Account in an interest-bearing demand deposit account.
On November 13, 2023, the Company entered into a Business Combination Agreement with Helport, in connection with the Helport Business Combination. Pursuant to the Business Combination Agreement, each of the Company and Helport will merge with and into newly formed merger subsidiaries of Pubco and become wholly-owned subsidiaries of Pubco. The outstanding securities of Helport and the Company will be converted into the right to receive securities of Pubco.
Results of Operations and Known Trends or Future Events
Our only activities since inception have been organizational activities, those necessary to prepare for our Initial Public Offering, which was consummated on October 18, 2021, and since the Initial Public Offering, searching for a prospective initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents.
Results of Operations
For the three months ended September 30, 2023, we had a net income of $367,401, which consisted of operating costs of $815,157, offset by interest income on cash held in the Trust Account and cash held outside of trust of $1,936,358 and change in warrant liability fair value of ($753,800).
For the nine months ended September 30, 2023, we had a net income of $5,563,533, which consisted of operating costs of $1,632,856, offset by interest income on investments held in the Trust Account and cash held outside of trust of $7,468,914, change in fair value of warrant liability of ($753,800) and forgiveness of deferred underwriting fee payable of $481,275.
For the three months ended September 30, 2022, we had a net income of $1,909,553, which consisted of operating costs of $214,892, offset by interest income on investments held in the Trust Account and cash held outside of trust of $1,370,645 and change in warrant liability fair value of $753,800.
For the nine months ended September 30, 2022, we had a net income of $9,042,832, which consisted of operating costs of $664,263 offset by interest income on investments held in the Trust Account and cash held outside of the trust of $1,530,295 and change in warrant liability fair value of $8,176,800.
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For the nine months ended September 30, 2023, cash used in operating activities was $966,313. Net income of $5,563,533 was affected by change in derivative warrant liabilities of $753,800, interest earned on investment held in the Trust Account of ($7,462,361), forgiveness of deferred underwriting payable totaling ($481,275), service administrative fee $60,000, share-based compensation $35,535, and changes in operating assets and liabilities, which provided $564,455 of cash from operating activities.
For the nine months ended September 30, 2022, cash used in operating activities was $553,338. Net income of $9,042,832 was affected by change in derivative warrant liabilities totaling ($8,176,800), interest earned on investment held in the Trust Account of ($1,527,929), and changes in operating assets and liabilities, which provide $108,559 of cash from operating activities.
Factors That May Adversely Affect our Results of Operations
Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.
Liquidity, Capital Resources and Going Concern
Our liquidity needs have been satisfied through (i) $25,000 paid by the Prior Sponsor to cover certain of our IPO costs in exchange for the issuance of the Founder Shares to the Prior Sponsor, (ii) the receipt of loans to us of $250,000 by our Prior Sponsor under an unsecured promissory note, (iii) the net proceeds from the consummation of our IPO and the sale of the Private Placement Warrants and (iv) an aggregate of $2,125,000 in loans from our officers and their affiliates. The net proceeds from (i) the sale of the Units in the IPO, after deducting estimated non-reimbursed offering expenses of $1,003,989, underwriting commissions of $4,600,000, and (ii) the sale of the Private Placement Warrants for a purchase price of $7,345,000 was $234,041,011. Following the Extension, $130,320,660 was removed from the Trust Account to pay the shareholders. As of September 30, 2023, $113,450,197 is held in the Trust Account. The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. As of September 30, 2023, the remaining cash not held in the Trust Account is $1,568,107.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable, if any) to complete our initial Business Combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Prior to the completion of our initial Business Combination, we have available to us the $1,568,107 of proceeds held outside the Trust Account, including certain funds from loans from the Prior Sponsor, our Sponsor, its affiliates or members of our management team. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
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In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.
On June 12, 2023, we issued an unsecured promissory note to the Prior Sponsor, whereby the Prior Sponsor agreed to loan up to $250,000 to us for working capital needs. The Prior Sponsor Working Capital Loan accrues no interest on the unpaid principal balance. The Prior Sponsor Working Capital Loan is due demand by the Prior Sponsor . Drawdowns may be requested until December 31, 2023. In July, 2023, the Company had made drawdowns totaling $158,968. On September 6, 2023, the Prior Sponsor agreed to forgive the Prior Sponsor Working Capital Loan balance due of $158,968.
On July 18, 2023, the Company issued the unsecured July 2023 Extension Note in an amount of $375,000, to Chunyi (Charlie) Hao, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The July 2023 Extension Note does not bear interest and will be due and payable by the Maker on the earlier (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company.
On September 13, 2023, the Company issued the unsecured September 2023 Notes in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an initial Business Combination by the Company and (a) the date of the liquidation of the Company. As of September 30, 2023, the Company has received $1,625,000 of the proceeds from the September 2023 Notes.
The Company may need to raise additional capital in order to operate our business prior to our initial Business Combination through loans or additional investments. The Company’s officers, directors, Sponsor or affiliate of our Sponsor may, but are not obligated to loan the Company funds to meet working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
We have until October 18, 2024 to consummate our initial Business Combination. It is uncertain that we will be able to consummate our initial Business Combination by this time. If we do not consummate our initial Business Combination by such date, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about our ability to continue as a going concern through one year from the date of the financial statements if our initial Business Combination is not consummated. The financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Moreover, we may need to obtain additional financing to complete our initial Business Combination because the transaction requires more cash than is available from the proceeds held in the Trust Account, in which case we may issue additional securities or incur debt in connection with such Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2023.
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Contractual Obligations
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements.
Forward Purchase Agreement
On June 21, 2021 and July 26, 2021, respectively, the Company entered into forward purchase agreements pursuant to which one anchor investor and one institutional accredited investor that are not affiliated with the Prior Sponsor or any member of the Company’s management, have subscribed to purchase from the Company an aggregate of 4,500,000 Class A ordinary shares at a price of $10.00 per share as described in the forward purchase agreements, each in a private placement that will close immediately prior to the closing.
On September 13, 2023 and September 14, 2023, the Company and one anchor investor and one institutional accredited investor mutually terminated and cancelled the forward purchase agreements described above.
Promissory Notes
On July 18, 2023, the Company issued the unsecured July 2023 Extension Note in an amount of $375,000, to Chunyi (Charlie) Hao, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The July 2023 Extension Note does not bear interest and will be due and payable by the Maker on the earlier (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company.
On September 13, 2023, the Company issued the September 2023 Notes in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an initial Business Combination by the Company and (a) the date of the liquidation of the Company. As of September 30, 2023, the Company has received $1,625,000 of the proceeds from the September 2023 Notes.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Derivative instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
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Warrant Liabilities
The Company evaluated the Public Warrants and Private Placement Warrants, in accordance with ASC 815-40, “Derivatives and Hedging-Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change.
Convertible Promissory Note – Prior Sponsor Working Capital Loan
The Company accounts for the convertible promissory notes under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for the convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash gains or losses in the statements of operations.
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A-Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $25,995,754, consisting of $4,600,000 of underwriting fees, $10,350,000 of deferred underwriting fees, $12,546,764 for the fair value of the Founder Shares attributable to the anchor investors (see Note 6), and $1,003,989 of offering costs, partially offset by the reimbursement of $2,505,000 of offering expenses by the underwriters. Of the $25,995,754 in offering costs, $24,414,399 were charged to shareholders’ deficit, and $1,581,355 were expensed immediately.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.
Net Income per Ordinary Shares
The Company applies the two-class method in calculating net loss per ordinary share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of ordinary share. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per ordinary share is computed by dividing the pro rata net loss between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding. The calculation of diluted loss per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 18,845,000 Class A ordinary shares in the aggregate.
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Off-Balance Sheet Arrangements
As of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this Quarterly Report as we have not conducted any operations to date.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures. (Restated)
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
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Under the supervision and with the participation of our management, including our Certifying Officers, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2023, due to the material weaknesses in our internal control over financial reporting related to the accounting and recording of accrued liabilities in 2021, accounting and recording financial instruments related to convertible debt and share based compensation, and extinguishment of related party liabilities as of September 30, 2023. The material weaknesses, related to the financial instruments and extinguishment of related party liabilities, for the period ended September 30, 2023 resulted in the Company restating its Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2023.
Management is in the process of implementing remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting process. Specifically, we plan to expand and improve our review process for complex financial instruments and related accounting standards, cutoff of accrued liabilities and accounts payable, and accounting of related party transactions. We plan to improve the process by potentially adding additional third-party professionals with whom to consult regarding application of accounting standards. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control over Financial Reporting
Except as set forth below, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the third quarter of 2023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, except as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) the Registration Statement on Form S-1 initially filed with the SEC on April 2, 2021, as amended, and declared effective on October 13, 2021 (File No. 333-255009) (the “IPO Registration Statement”), (ii) Annual Reports on Form 10-K and Form 10-K/A, as applicable, for the years ended December 31, 2021 and 2022, as filed with the SEC on August 19, 2022 and March 9, 2023, respectively, and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, September 30, 2022, June 30, 2022 and June 30, 2023, as filed with the SEC on May 12, 2023, November 14, 2022, August 19, 2022 and August 14, 2023, respectively, and (iv) Proxy Statement on Schedule 14A as filed with the SEC on July 7, 2023, as amended. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.
Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms, or at all.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, on November 9, 2023, we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.
The funds in the Trust Account had, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, on November 9, 2023, we instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account, and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or the liquidation of the Company. Following such liquidation, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments; however, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. Consequently, the anticipated transfer of the funds in the Trust Account to an interest-bearing demand deposit account could reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.
In the event that we are deemed to be an investment company, despite the change in investments in the Trust Account, we may be required to liquidate the Company, and the longer the period before the investment change, the greater the risk of being considered an investment company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On July 18, 2023, the Company entered into a Securities Purchase Agreement with the Company’s Prior Sponsor and the Purchaser, whereby the Prior Sponsor transferred to the Purchaser 3,046,634 of the Company’s Class B ordinary shares and 4,961,250 Private Placement Warrants purchased at the time of the Company’s IPO. In addition, all other holders of Class B ordinary shares transferred an aggregate of 1,380,866 of their Class B ordinary shares to Chunyi (Charlie) Hao pursuant to Share Transfer Agreements executed by each respective holder on July 18, 2023.
Use of Proceeds
For a description of the use of proceeds generated in our IPO and private placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 29, 2021. There has been no material change in the planned use of proceeds from our IPO and private placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On July 18, 2023, we held the EGM, at which our shareholders approved, among other things, amendments to our Amended and Restated Memorandum and Articles of Association to: (a) give the Company the right to extend the date by which it has to complete a Business Combination from July 18, 2023 to October 18, 2023, and without another shareholder vote, to further extend the Termination Date for an additional one (1) month as needed, on a month-to-month basis, up to twelve (12) times, until October 18, 2024; (b) remove from the Amended and Restated Memorandum and Articles of Association the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. In connection with the Charter Amendment, shareholders holding 12,391,198 Public Shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. We paid cash in the aggregate amount of $130,320,660, or approximately $10.52 per share, to redeeming shareholders.
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The following table contains monthly information about the repurchases of our equity securities for the three months ended September 30, 2023:
Period |
| (a) Total number of shares (or units) purchased |
|
| (b) Average price paid per share (or unit) |
|
| (c) Total number of shares (or units) purchased as part of publicly announced plans or programs |
|
| (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs |
| ||||
July 1 – July 31, 2023 |
|
| 12,391,198 |
|
| $ | 10.52 |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 1 – August 31, 2023 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 1 – September 30, 2023 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
On November 13, 2023, the Company and Continental entered into an amendment to the Trust Agreement, enabling Continental to hold the funds in the Trust Account in an interest-bearing demand deposit account.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
No. |
| Description of Exhibit |
| ||
| ||
| ||
| ||
| ||
| Promissory Note issued by the Company, dated July 18, 2023. (1) | |
| Form of Promissory Note Issued by the Company, dated September 13, 2023. (2) | |
| ||
| ||
| ||
| ||
| ||
101.INS |
| Inline XBRL Instance Document.* |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document.* |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document.* |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
104 |
| Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* |
* | Filed herewith. |
** | Furnished herewith. | |
|
|
|
| *** | Previously filed. |
| (1) | Incorporated by reference to Exhibits 3.1, 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, of the Company’s Current Report on Form 8-K as filed with the SEC on July 24, 2023. |
|
|
|
| (2) | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the SEC on September 14, 2023. |
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SIGNATURES
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 thereunto duly authorized.
Dated: May 1, 2024 | TRISTAR ACQUISITION I CORP. |
| |
|
|
| |
| By: | /s/ Chunyi (Charlie) Hao |
|
| Name: | Chunyi (Charlie) Hao |
|
| Title: | Chief Financial Officer |
|
|
| (Principal Financial Officer) |
|
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