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SEC Comment Letter 0000000000-23-013560 to Tristar Acquisition I Corp. (CIK 0001852736)

Tristar Acquisition I Corp. (CIK 0001852736)
Date: Dec. 13, 2023 · CIK: 0001852736 · Accession: 0000000000-23-013560

AI Filing Summary & Sentiment

File numbers found in text: 001-40905

Date
December 13, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Tristar Acquisition I Corp. (CIK 0001852736)

Letter

United States securities and exchange commission logo December 13, 2023 Michael Liu Chief Financial Officer Tristar Acquisition I Corp. 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803 Re:Tristar Acquisition I Corp. Form 10-K for the year ended December 31, 2022 File March 9, 2023 File No. 001-40905 Dear Michael Liu: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the year ended December 31, 2022 Form 10-Q for the quarterly period ended September 30, 2023 Note 1Description of Organization and Business Operations and Liquidity, page 7 1.We note your disclosure related to the Sponsor Handover in which Navy Sail International Limited, a British Virgin Islands company became your new sponsor on July 18, 2023. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future periodic filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require

FirstName LastNameMichael Liu Comapany NameTristar Acquisition I Corp. December 13, 2023 Page 2 FirstName LastName Michael Liu Tristar Acquisition I Corp. December 13, 2023 Page 2 you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Real Estate & Construction

Show Raw Text
United States securities and exchange commission logo
December 13, 2023
Michael Liu
Chief Financial Officer
Tristar Acquisition I Corp.
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Re:Tristar Acquisition I Corp.
Form 10-K for the year ended December 31, 2022
File March 9, 2023
File No. 001-40905
Dear Michael Liu:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Form 10-Q for the quarterly period ended September 30, 2023
Note 1Description of Organization and Business Operations and Liquidity, page 7
1.We note your disclosure related to the Sponsor Handover in which Navy Sail International
Limited, a British Virgin Islands company became your new sponsor on July 18,
2023.  With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in
future periodic filings to include disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a U.S.
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require

 FirstName LastNameMichael Liu
 Comapany NameTristar Acquisition I Corp.
 December 13, 2023 Page 2
 FirstName LastName
Michael Liu
Tristar Acquisition I Corp.
December 13, 2023
Page 2
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction