Tristar Acquisition I Corp. (TRIS) Sells Sponsor Ownership
by Marlena Haddad on 2023-07-24 at 6:07pm

Tristar Acquisition I Corp. (NYSE:TRIS) announced in an 8-K this afternoon that it entered into a securities purchase agreement with its sponsor, Tristar Holdings I LLC, and Navy Sail International Limited. As a result, the company will undergo a change in management.

As part of the agreement, the sponsor transferred 3,046,634 of the company’s class B ordinary shares and 4,957,875 private placement warrants to Navy Sail International Limited. In addition, all other holders of the founder shares transferred an aggregate of 1,380,866 of their shares to the new CEO, Chunyi (Charlie) Hao.

The consummation of the agreement was contingent on the approval of the proposals at Tristar’s special meeting held on July 18. At the meeting, shareholders approved an extension of the SPAC’s completion deadline from July 18 to October 18 by depositing the lesser of $0.105 per public share or $375,000 into the trust account. Tristar I is also allowed to further extend its completion deadline for an additional one month as needed, on a month-to-month basis, up to twelve times, until October 18, 2024.

In connection with the sponsor handover, Tristar I, its officers and directors, the sponsor and the purchaser entered into additional agreements whereby: Navy Sail International Limited and its designees signed a joinder agreement to become a party to the Letter Agreement and the Registration Rights Agreement and entered into in connection with the IPO, and the Letter Agreement was amended by the parties thereto to allow for the transfer.

As part of the sponsor handover, Chunyi (Charlie) Hao will replace William M. Mounger as CEO and Chairman of the Board. Mr. Hao is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017. Most recently, Mr. Hao served as Chairman of the Board and CFO of East Stone Acquisition Corporation from August 2018 through November 2022, when it completed its business combination with NWTN, Inc. (Nasdaq: NWTN). Mr. Hao has served as CEO and president of Shandong Haizhishe Energy Engineering Co., Ltd., a solar and wind engineering company in China, and was in charge of the daily operations and business development of the company.

Michael Hao Liu will replace Timothy Allen Dawson as CFO, effective upon the closing. Mr. Liu previously served as the CEO of HopeRun Technology Corporation, a financial technology company. He has has extensive leadership experience, including his role as the Managing Partner of InRun Capital Holdings LLP, an investment management company, from 2015 to present and as President & CEO of Cloud4Device Technology Corp, a technology company, from 2014 to 2018.

Cathy Martine-Dolecki will tender her resignation as COO and Robert Willis will tender his resignation as director. Greg Boyd, David Jones, David Barksdale, Alex Parker and Steven Rogers shall tender their resignations as directors, to be effective upon the later of the expiration of all applicable waiting periods, the company’s filing of its quarterly report for the period ended June 30, and the appointment of their successors to be designated.

In connection with the closing, Navy Sail International Limited deposited $375,000 into the trust to support the first three months of the extension. As a result of this, Tristar I issued an unsecured promissory note for this amount to Chunyi (Charlie) Hao. The purchaser has also agreed to deposit an additional $125,000 for each successive month, or portion thereof, that is needed to complete a business combination until October 18, 2024.

Today’s announcement comes just a month after Tristar I terminated its non-binding letter of intent (LOI) with an undisclosed target. The LOI had been announced in March, providing the SPAC with an extension of its transaction deadline by three months, from April 18 to July 18.

According to its S-1, Tristar I has been searching for telecom and technology targets that have “a need for business optimization and high-return investment opportunities” since its October 2021 IPO.

 

Recent Posts
by Marlena Haddad on 2023-12-08 at 1:59pm

Mobiv Acquisition Corp. (NASDAQ:MOBV) announced this afternoon that it has closed its combination with EV motorcycle-maker SRIVARU. Shareholders originally approved the deal at a special meeting held back on September 28, but at that time, the parties expected the transaction to take just a week to close. Redemptions whittled Mobiv’s IPO share pool of 10,005,000 down...

by Nicholas Alan Clayton on 2023-12-08 at 11:12am

Achari Ventures I (NASDAQ:AVHI) has entered into a definitive agreement to combine with medtech firm Vaso Corporation at an equity value of $176 million, or 19.5x its 2022 adjusted EBITDA. Wuxi, China-based Vaso provides IT services and sales support to medical device manufacturers. The combined company is expected to trade on the Nasdaq under the...

by Marlena Haddad on 2023-12-08 at 10:27am

EF Hutton Acquisition Corp. I (NASDAQ:EFHT) announced this morning that its shareholders have approved its business combination with E.C.D. Auto Design. At the meeting, there were 5,089,203 shares of common stock, representing approximately 76.82% of the issued and outstanding shares of common stock, present. In connection with the meeting, the company’s stockholders holding 3,470,945 shares,...

by Marlena Haddad on 2023-12-08 at 9:42am

Legato Merger Corp. III (NYSE:LEGT) filed for a $175 million IPO yesterday afternoon, becoming the fourth SPAC to file this week. While the other three SPACs that filed their S-1s earlier this week intend to pursue targets in the financial services and biotech industries, Legato III, similar to the earlier Legato SPACs, will focus on...

by Nicholas Alan Clayton on 2023-12-08 at 7:48am

At the SPAC of Dawn This week ends with an unusually busy earnings calendar as 172 US-listed companies report quarterly figures today. Among them is Exela Technologies (NASDSAQ:XELA), which completed a combination with Quinpario 2 in 2017. The billing software company has gone on to do another SPAC deal on November 29, this time spinning...

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved