SecProbe.io

CORRESP
 1
 filename1.htm

 Helport
AI Limited

 9
Temasek Boulevard #07-00, Suntec Tower Two,

 Singapore
038989

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:
 Alexandra
 Barone

 March
26, 2026

 Re:
 Helport
 AI Limited

 Registration
 Statement on Form F-3 (File No. 333-294622)

 Filed
 on March 26, 2026

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Helport AI Limited hereby requests acceleration of effectiveness of the above
referenced Registration Statement, so that it will become effective at 4:00 p.m., Eastern Time, on March 30, 2026, or as soon as thereafter
practicable.

 Very
 truly yours,

 /s/
 Guanghai Li

 Name:

 Guanghai
 Li

 Title:

 Chief
 Executive Officer, Director, and
 Chairman
 of the Board of Directors

 cc:
 Ying
 Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2026

Guanghai Li
Chief Executive Officer
Helport AI Ltd
9 Temasek Boulevard #07-00, Suntec Tower Two,
Singapore 038989

 Re: Helport AI Ltd
 Registration Statement on Form F-3
 Filed March 26, 2026
 File No. 333-294622
Dear Guanghai Li:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ying Li, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

HELPORT AI LIMITED

Via EDGAR

Mr. Matthew Crispino

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Date: December 23, 2024

    Re:
    Helport AI Limited

    Registration Statement on Form F-1 (File No. 333-284005)

    Filed December 23, 2024

Dear Mr. Crispino:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Helport AI Limited hereby requests acceleration of effectiveness of the above referenced Registration
Statement, so that it will become effective at 4:00 p.m. ET on December 26, 2024, or as soon as thereafter practicable.

Very truly yours,

    /s/ Guanghai Li

    Name:
    Guanghai Li

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

December 11, 2024
Guanghai Li
Chief Executive Officer
Helport AI Ltd
9171 Towne Centre Dr., Suite 335
San Diego, CA 92122
Re:Helport AI Ltd
Draft Registration Statement on Form F-1
Submitted December 4, 2024
CIK No. 0002001699
Dear Guanghai Li:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. 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 Matthew Crispino at 202-551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ying Li

CORRESP
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tris_corresp.htm

 Helport AI Limited

 9 Temasek Boulevard #07-00, Suntec Tower Two

 Singapore 038989

 July 3, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street N.E.

 Washington, D.C. 20549

   Re:

   Helport AI Limited

 Amendment No. 5 to Registration Statement on Form F-4

 Filed June 28, 2024

 File No. 333-276940

 Ladies and Gentleman:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Helport AI Limited (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on Friday, July 5, 2024, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request by telephone call to the staff of the U.S. Securities and Exchange Commission.

   Very truly yours,

   /s/ Cong Shi

   Cong Shi

   Director

    cc:

   Hunter Taubman Fischer & Li LLC

     Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

tris_corresp.htm

 Helport AI Limited

 9 Temasek Boulevard #07-00, Suntec Tower Two

 Singapore 038989

 VIA EDGAR

 June 28, 2024

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

     Attention:

   Dave Edgar

 Kathleen Collins

 Jeff Kauten

 Matthew Derby

   Re:

   Helport AI Limited

 Amendment No. 4 to Registration Statement on Form F-4

 Filed June 24, 2024

 File No. 333-276940

 Ladies and Gentleman:

 Helport AI Limited (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the Commission”) on June 27, 2024 relating to the Amendment No. 4 to Registration Statement on Form F-4, filed by the Company with the Commission on June 24, 2024.

 For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the comment with the Company’s response. Disclosure changes made in response to the Staff's comments have been made in the Amendment No. 5 to Registration Statement on Form F-4 (the “Registration Statement”) which is being submitted to the Commission contemporaneously with the submission of this letter.

 Amendment No. 4 to Registration Statement on Form F-4

 Tristar Acquisition I Corp.

 Notes to Condensed Financial Statements (Unaudited)

 Note 11. Subsequent Events, page F-55

     1.

   We note that Tristar made an additional extension payment on June 17, 2024 to extend the period to complete a business combination until July 18, 2024. Please revise here to include a discussion of such payment.

   Response: The Company respectfully acknowledges the Staff’s comment and undertakes to revise the disclosure on F-55 to state that the additional extension payment was made on June 17, 2024 to extend the period to complete the business combination until July 18, 2024. The proposed revisions are as follows (revisions are bolded and underlined below):

 Note 11—Subsequent Events

 The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the accompanying condensed financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying condensed financial statements.

 On April 17, 2024 and May 17, 2024, respectively, the Company made two monthly deposits of $125,000 each to extend the date the Company has to complete a Business Combination until June 18, 2024.

   On April 17, 2024, the Company received a notice (the “NYSE Notice”) from the New York Stock Exchange (“NYSE”) that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) with the SEC. The NYSE Notice had no immediate effect on the listing of the Company’s Ordinary Shares on NYSE. On May 8, 2024, the Company filed its Form 10-K, and as a result, on May 8, 2024, NYSE notified the Company that it is back in compliance with Section 802.01E of the NYSE Listed Company Manual.

 On April 24, 2024, Michael H. Liu notified the Board of his resignation as Chief Financial Officer and director of the Company, effective on April 23, 2024. On April 29, 2024, the Board appointed (i) Chunyi (Charlie) Hao, the Company’s President and Chairman of the Board, as the Chief Financial Officer of the Company, effective on April 29, 2024, and (ii) Xiaoma (Sherman) Lu, the Company’s Chief Executive Officer, as a director of the Company, to fill the vacancy left by Mr. Liu’s departure, effective on April 29, 2024.

 On June 17, 2024, the Company made a monthly deposit of $125,000 to extend the date that the Company has to complete a Business Combination until July 18, 2024.

   1

 ***

 We thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at yli@htflawyers.com or by telephone at 212-530-2210.

   Sincerely,

   /s/ Cong Shi

   Cong Shi

   Director

     cc:

    Jessica Yuan, Esq.

   Ellenoff Grossman & Schole LLP

   2

United States securities and exchange commission logo
June 27, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re:Helport AI Limited
Amendment No. 4 to Registration Statement on Form F-4
Filed June 24, 2024
File No. 333-276940
Dear Cong Shi:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-4
Tristar Acquisition I Corp.
Notes to Condensed Financial Statements (Unaudited)
Note 11. Subsequent Events, page F-55
1.We note that Tristar made an additional extension payment on June 17, 2024 to extend the
period to complete a business combination until July 18, 2024. Please revise here to
include a discussion of such payment.

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 June 27, 2024 Page 2
 FirstName LastName
Cong Shi
Helport AI Limited
June 27, 2024
Page 2
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

CORRESP
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tris_corresp.htmHelport AI Limited

 9 Temasek Boulevard #07-00, Suntec Tower Two

 Singapore 038989

 VIA EDGAR

 June 21, 2024

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

    Attention:

   Dave Edgar

 Kathleen Collins

 Jeff Kauten

 Matthew Derby

   Re:

   Helport AI Limited

 Amendment No. 3 to Registration Statement on Form F-4

 Filed June 13, 2024

 File No. 333-276940

 Ladies and Gentleman:

 Helport AI Limited (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on June 18, 2024 relating to the Amendment No. 3 to Registration Statement on Form F-4, filed by the Company with the Commission on June 13, 2024.

 For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment No. 4 to Registration Statement on Form F-4 (the “Registration Statement”) which is being submitted to the Commission contemporaneously with the submission of this letter.

 Amendment No. 3 to Registration Statement on Form F-4

 Summary of the Material Terms of the Business Combination

 Related Agreements, page 21

    1.

   You state here that on June 12, 2024, you entered into the June Amended Lock-Up Agreements with two additional Helport Convertible Noteholders. However, on page 108 you refer to entering into a June Amended Lock-Up Agreement on June 4, 2024. Please explain or revise. In addition, revise your Recent Development disclosures on pages 163 and 173 to include a discussion of these new Agreements.

   Response: The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure of the date of entering the June Amended Lock-up Agreement on page 108 as June 12, 2024 to be consistent, and also revised the Recent Developments disclosures on pages 163 and 173 to include a discussion of these new Agreements.

 Unaudited Pro Forma Condensed Combined Financial Statements

 Unaudited Pro Forma Condensed Balance Sheet Adjustments, page 154

    2.

   We note your revised disclosure in pro forma adjustment (3) indicating that you have received $4,889,074 in cash for the $6,039,074 in convertible promissory notes issued to date, and you expect to receive the remaining cash in June, 2024. Please explain why you have not yet received the funds for certain of the notes and clarify whether the lenders have a contractual obligation to provide such funds and if so, by when. Alternatively, tell us how you determined it is appropriate to assume the receipt of all funds in your pro forma financial statements.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 153 and 154 to further clarify (1) the terms and contractual obligation pursuant to the Convertible Promissory Note issued by the Company to each of the Convertible Noteholders,  the form of which was previously filed as Exhibit 10.23 to the Form F-4 (collectively, the “Notes”); and (2) how the Company determines it is appropriate to assume the adjustment relating to the receipt of such funds in the pro forma financial statements. The Company also advises the Staff that,

   (1)

   On June 20, 2024, Helport (the “Borrower”) amended and restated a previously issued convertible promissory note of $2,000,000 issued on May 15, 2024 (the “Original Note”) to one lender named Shanling Ge (“Lender”), pursuant to which, by mutual consent, the Borrower and the Lender agree to amend and restate the Original Note and to replace the Original Note with a note with a total amount of $850,000, with all the other terms previously stipulated in the Original Note remaining the same (“Amended and Restated Note”).

   (2)

   As of June 20, 2024, the Company has received all the funds of $4,889,074 from the issuance of convertible promissory notes subject to the Notes and the Amended and Restated Note. Correspondingly, the receipt of such funds is reflected in the adjustment of automatically conversion into Pubco Ordinary Shares at a price of $10.80 per share upon consummation of the Business Combination.

  2

    3.

   We note your revised disclosures in response to prior comment 3. Please also revise your disclosures on pages 162, 173, F-56 and F-85 to clarify that the lines of credit have been granted and therefore any Lock-up Securities held by Stony Holdings Limited and Hades Capital are now subject to release.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 162, 173, F-56 and F-85 to clarify that the lines of credit have been granted and therefore any Lock-up Securities held by Stony Holdings Limited and Hades Capital are now subject to release.

 Helport Limited - Notes to Unaudited Condensed Combined Financial Statements

 Note 10 - Subsequent Event, page F-30

    4.

   We note your revised disclosures in response to prior comment 5 where you disclose the date through which you evaluated subsequent events. Please revise to disclose whether this was the date the financial statements were issued or available to be issued. Refer to ASC 855-10-50-1(b).

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on F-30 to revise that the date disclosed was the date of the issuance of financial statements.

 ***

 We thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at yli@htflawyers.com or by telephone at 212-530-2210.

   Sincerely,

   /s/ Cong Shi

   Cong Shi

   Director

    cc:

    Jessica Yuan, Esq.

   Ellenoff Grossman & Schole LLP

  3

United States securities and exchange commission logo
June 18, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re:Helport AI Limited
Amendment No. 3 to Registration Statement on Form F-4
Filed June 13, 2024
File No. 333-276940
Dear Cong Shi:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 4, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-4
Summary of the Material Terms of the Business Combination
Related Agreements, page 21
1.You state here that on June 12, 2024, you entered into the June Amended Lock-Up
Agreements with two additional Helport Convertible Noteholders. However, on page 108
you refer to entering into a June Amended Lock-Up Agreement on June 4, 2024. Please
explain or revise. In addition, revise your Recent Development disclosures on pages 163
and 173 to include a discussion of these new Agreements.

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 June 18, 2024 Page 2
 FirstName LastName
Cong Shi
Helport AI Limited
June 18, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Balance Sheet Adjustments, page 154
2.We note your revised disclosure in pro forma adjustment (3) indicating that you
have received $4,889,074 in cash for the $6,039,074 in convertible promissory notes
issued to date, and you expect to receive the remaining cash in June, 2024. Please explain
why you have not yet received the funds for certain of the notes and clarify whether the
lenders have a contractual obligation to provide such funds and if so, by when.
Alternatively, tell us how you determined it is appropriate to assume the receipt of all
funds in your pro forma financial statements.
3.We note your revised disclosures in response to prior comment 3. Please also revise your
disclosures on pages 162, 173, F-56 and F-85 to clarify that the lines of credit have been
granted and therefore any Lock-up Securities held by Stony Holdings Limited and Hades
Capital are now subject to release.
Helport Limited - Notes to Unaudited Condensed Combined Financial Statements
Note 10 - Subsequent Event, page F-30
4.We note your revised disclosures in response to prior comment 5 where you disclose the
date through which you evaluated subsequent events. Please revise to disclose whether
this was the date the financial statements were issued or available to be issued. Refer
to ASC 855-10-50-1(b).
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

CORRESP
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tris_corresp.htmHelport AI Limited

 9 Temasek Boulevard #07-00, Suntec Tower Two

 Singapore 038989

 VIA EDGAR

 June 12, 2024

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

        Attention:

   Dave Edgar

   Kathleen Collins

 Jeff Kauten

 Matthew Derby

   Re:

   Helport AI Limited

 Amendment No. 2 to Registration Statement on Form F-4

 Filed May 24, 2024

 File No. 333-276940

 Ladies and Gentleman:

 Helport AI Limited (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on June 4, 2024 relating to the Amendment No. 2 to Registration Statement on Form F-4, filed by the Company with the Commission on May 24, 2024.

 For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment No. 3 to Registration Statement on Form F-4 (the “Registration Statement”) which is being submitted to the Commission contemporaneously with the submission of this letter.

 Amendment No. 2 to Registration Statement on Form F-4 filed May 24, 2024

 Risk Factors

 Tristar's management has substantial doubt about their ability to continue as a going concern..., page 70

        1.

   We note your revised disclosures in response to prior comment 1. We further note that Tristar's auditors continue to include a going-concern paragraph in their opinion. Therefore, please revise to include a reference to Tristar's independent registered public accounting firm in the header to this risk factor and as well as in the summary of risk factors on page 53.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 53 and 70 of the Registration Statement. The reference of Tristar’s independent registered public accounting firm in the header to this risk factor and as well as in the summary of risk factors was added.

  1

 Unaudited Pro Forma Condensed Combined Financial Statements

 Unaudited Pro Forma Combined Balance Sheet Adjustments, page 154

        2.

   We note you present certain financings after the most recent pro forma balance sheet date in column C without a detailed explanation of each transaction while other financing are presented in the Pro Forma Adjustment column under Scenario I. For example, column C includes Tristar promissory notes made after March 31, 2024 while the Pro Forma Adjustment column includes other promissory notes made between January 1, 2024 and the date of this filing. In addition, column C assumes the receipt of $15.0 million in cash for the PIPE Subscription, when receipt of such funds is contingent on the closing of the Business Combination. In an effort to avoid further confusion with your pro forma financial statements, please revise to remove column C and incorporate any subsequent financings into the Pro Forma Adjustments column. Also, ensure you include detailed notes regarding the substance of each pro forma adjustment, including when you intend to receive the proceeds from the PIPE transaction.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 153 and page 154 of the Registration Statement to (1) remove column C and incorporate any subsequent financings into the Pro Forma Adjustments column; and to (2) include more detailed notes regarding the substance of each pro forma adjustment, for example when the Company intends to receive the proceeds from the PIPE transaction.

   3.

   Please revise to include a discussion of the available lines of credit entered into with Hades Capital Limited and Stony Holdings Limited and include pro forma adjustments, as necessary, for any amounts drawn down from such lines of credit since the most recent pro forma balance sheet date. In addition, revise your MD&A discussion on page 173 and throughout your financial statement footnotes where you discuss the Lock-Up Agreements, to clarify, as you have elsewhere in the filing, that you have entered into lines of credit with Hades Capital and Stony Holdings such that they are subject to early release of the Lock-Up Agreement.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 153 and page 154 of the Registration Statement to include a discussion of the available lines of credit entered into with Hades Capital Limited and Stony Holdings Limited, as well as pro forma adjustments for any amounts drawn down from such lines of credit since the most recent pro forma balance sheet date. In addition, the Company also amended its disclosure on page 173, page 214, F-30 and F-85 of the Registration Statement to include discussion on the lines of credit subject to early release of Lock-Up Agreement in our MD&A discussion and financial statement footnotes.

 Unaudited Pro Forma Combined Statement of Operations, page 156

        4.

   We note that as part of the Sponsor Handover, each of the former directors transferred a total of 115,500 Founder Shares to Mr. Hao. We further note that vesting of such shares is contingent on Mr. Hao being a director at the time you consummate a business combination and because this performance condition was not probable of occurring at the time of transfer, Tristar Acquisition has not yet recorded any compensation expense related to such shares. As it appears vesting of such shares will occur upon consummation of the merger with Helport AI, please revise to reflect the related share-based compensation in your pro forma statement of operations or explain.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 156 of the Registration Statement to the related share-based compensation expenses related to the 115,500 Founder Shares transferred to Mr. Hao vesting upon consummation of the Business Combination in the pro forma statement of operation.

 Helport Limited - Notes to Unaudited Condensed Combined Financial Statements

 Note 10. Subsequent Events, page F-30

        5.

   You disclose that you evaluated subsequent events through the date of issuance of the unaudited condensed combined financial statements. Please revise to also disclose the actual date through which subsequent events were evaluated. Refer to ASC 855-10-50- 1(a).

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on F-30 of the Registration Statement to disclose the actual date through which subsequent events were evaluated.

  2

 Tristar Acquisition I Corp - Financial Statements, page F-58

        6.

   We note that Tristar Acquisition amended their September 30, 2023 Form 10-Q to correct various errors in the previously provided financial statements including the accounting for the Prior Sponsor's forgiveness of service administrative fees. However, we note the forgiveness of such fees were originally reflected in the June 30, 2023 Form 10-Q. Please explain why you did not amend the June 30, 2023 Form 10-Q or revise such financial statements and the related Item 4.02 Form 8-K disclosures accordingly.

   Response: Tristar performed a quantitative and qualitative analysis to determine whether the misstatement of the forgiveness of the service administrative fee for the period ended June 30, 2023 was a material misstatement to Tristar’s financial statements. Based on the analysis performed by Tristar, it was determined by Tristar that the misstatement was not material to its financial statements for the period ended June 30, 2023 and therefore an amendment to Form 10-Q was not deemed necessary for the period ended June 30, 2023.

 For the period ended September 30, 2023, Tristar performed a quantitative and qualitative analysis on the misstatements for various other errors as disclosed in the Form10-Q/A for the period ended September 30, 2023. The aggregation of the other misstatements along with the previous immaterial misstatement of the forgiveness of the service administrative fee made the financial statements taken as a whole to be materially misleading for the period ended September 30, 2023 and therefore the misstatements were corrected in the Form 10-Q/A for the period ended September 30, 2023.

 A detailed SAB 99 Analysis, as prepared on April 15, 2024, will be provided to staff under separate cover on a confidential and supplement basis. Such materials are not, and will not be, filed with or deemed to be part of the Registration Statement.

 ***

 We thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at yli@htflawyers.com or by telephone at 212-530-2210.

   Very truly yours,

   Helport AI Limited

   By:

   /s/ Cong Shi

   Name:

   Cong Shi

   Title:

   Director

 cc: Ellenoff Grossman & Schole LLP

  3

United States securities and exchange commission logo
June 4, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re:Helport AI Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed May 24, 2024
File No. 333-276940
Dear Cong Shi:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 19, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed May 24, 2024
Risk Factors
Tristar's management has substantial doubt about their ability to continue as a going concern...,
page 70
1.We note your revised disclosures in response to prior comment 1. We further note that
Tristar's auditors continue to include a going-concern paragraph in their opinion.
Therefore, please revise to include a reference to Tristar's independent registered public
accounting firm in the header to this risk factor and as well as in the summary of risk
factors on page 53.

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 June 4, 2024 Page 2
 FirstName LastName
Cong Shi
Helport AI Limited
June 4, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Combined Balance Sheet Adjustments, page 154
2.We note you present certain financings after the most recent pro forma balance sheet date
in column C without a detailed explanation of each transaction while other financing are
presented in the Pro Forma Adjustment column under Scenario I. For example, column C
includes Tristar promissory notes made after March 31, 2024 while the Pro Forma
Adjustment column includes other promissory notes made between January 1, 2024 and
the date of this filing. In addition, column C assumes the receipt of $15.0 million in cash
for the PIPE Subscription, when receipt of such funds is contingent on the closing of the
Business Combination. In an effort to avoid further confusion with your pro forma
financial statements, please revise to remove column C and incorporate any subsequent
financings into the Pro Forma Adjustments column. Also, ensure you include detailed
notes regarding the substance of each pro forma adjustment, including when you intend to
receive the proceeds from the PIPE transaction.
3.Please revise to include a discussion of the available lines of credit entered into with
Hades Capital Limited and Stony Holdings Limited and include pro forma adjustments, as
necessary, for any amounts drawn down from such lines of credit since the most recent
pro forma balance sheet date. In addition, revise your MD&A discussion on page 173 and
throughout your financial statement footnotes where you discuss the Lock-Up
Agreements, to clarify, as you have elsewhere in the filing, that you have entered into
lines of credit with Hades Capital and Stony Holdings such that they are subject to early
release of the Lock-Up Agreement.
Unaudited Pro Forma Combined Statement of Operations, page 156
4.We note that as part of the Sponsor Handover, each of the former directors transferred a
total of 115,500 Founder Shares to Mr. Hao. We further note that vesting of such shares
is contingent on Mr. Hao being a director at the time you consummate a business
combination and because this performance condition was not probable of occurring at the
time of transfer, Tristar Acquisition has not yet recorded any compensation expense
related to such shares. As it appears vesting of such shares will occur upon consummation
of the merger with Helport AI, please revise to reflect the related share-based
compensation in your pro forma statement of operations or explain.
Helport Limited - Notes to Unaudited Condensed Combined Financial Statements
Note 10. Subsequent Events, page F-30
5.You disclose that you evaluated subsequent events through the date of issuance of the
unaudited condensed combined financial statements. Please revise to also disclose the
actual date through which subsequent events were evaluated. Refer to ASC 855-10-50-
1(a).

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 June 4, 2024 Page 3
 FirstName LastName
Cong Shi
Helport AI Limited
June 4, 2024
Page 3
Tristar Acquisition I Corp - Financial Statements, page F-58
6.We note that Tristar Acquisition amended their September 30, 2023 Form 10-Q to correct
various errors in the previously provided financial statements including the accounting for
the Prior Sponsor's forgiveness of service administrative fees. However, we note the
forgiveness of such fees were originally reflected in the June 30, 2023 Form 10-Q. Please
explain why you did not amend the June 30, 2023 Form 10-Q or revise such financial
statements and the related Item 4.02 Form 8-K disclosures accordingly.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

CORRESP
1
filename1.htm

tris_corresp.htmHelport AI Limited

 9 Temasek Boulevard #07-00, Suntec Tower Two

 Singapore 038989

 VIA EDGAR

 May 24, 2024

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

       Attn:

   Dave Edgar

   Kathleen Collins

   Austin Pattan

   Jeff Kauten

   Re:

   Helport AI Limited

   Amendment No. 1 to Registration Statement on Form F-4

 Filed March 12, 2024

 File No. 333-276940

 Ladies and Gentleman:

 Helport AI Limited (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on March 19, 2024, regarding Amendment No. 1 to Registration Statement on Form F-4 submitted to the Commission on March 12, 2024 (the “Registration Statement”).

 For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the amendment No. 2 to the Registration Statement on Form F-4 (the “Registration Statement”) which is being submitted to the Commission contemporaneously with the submission of this letter.

 Amendment No. 1 to Registration Statement on Form F-4

 Risk Factors

 Tristar's management has substantial doubt about their ability to continue as a going concern...,

 page 69

       1.

   Tell us why you removed the reference to Tristar's independent registered public accounting firm in the header to this risk factor. In this regard, we note that you continue to include such reference in the summary risk factors on page 52. Please explain or revise.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 53 and page 70 of the Registration Statement for consistency. The reference of Tristar’s independent registered public accounting firm containing an explanatory paragraph that expresses Tristar’s substantial doubt about its ability to continue as a going concern was described in detail at No. 1 to Tristar’s financial statements.

 Unaudited Pro Forma Condensed Combined Financial Statements

 Unaudited Pro Forma Combined Balance Sheet, page 152

       2.

   Please revise the pro forma balance sheet to disclose what pro forma column C is intended to represent. Also, revise columns A and B to include the name of the entity in the column header.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that is has amended its disclosure on page 153 to revise column A and B to include the name of the entity in the column header, as well as column C to include what it is intended to represent.

       3.

   We note that there is no minimum cash requirement for the Business Combination. Please explain why you are assuming only 10,087,536 shares are redeemed under the maximum redemption scenario and why you state that any redemptions above 95% would cause a "failure in the completion of the business combination due to short of cash balance to pay off accrued expenses." In this regard, tell us why amounts due for accrued expenses related to this transaction were not already factored into pro forma adjustment (4). Revise your footnote disclosures and pro forma financial statements as necessary.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 153 to update unaudited pro forma condensed combined financial statements and footnote disclosures as of December 31, 2023.

       (1)

   Since there is no minimum cash requirement for the Business Combination, after deducting the necessary cash payout to consummate the Business Combination, all of the remaining cash can be used to redeem shares under the maximum redemption scenario. After consideration of subsequent financing from convertible promissory notes and private investments in public equity (“PIPE”), all the remaining 10,608,802 redeemable shares can be redeemed when all cash are used.

   (2)

   The accrued expenses directly related to Helport’s intended IPO are due upon completion of the Business Combination and were already factored into pro forma adjustment (5) when considering necessary cash payout required upon completion of the Business Combination. Footnote of adjustment (5) has been revised to include a more detailed and quantified breakdown of the adjustment numbers.

       4.

   Pro forma adjustment (5) indicates that the Trust account was impacted by (a) the redemption of 12,391,198 public shares, (b) interest received and (c) subsequent extension payments. Please revise note (5) to include a quantified breakdown of the various components that comprise the $127,711,898 adjustment to cash and cash equivalents and ensure that such amounts are supported by disclosures elsewhere in Tristar's financial statements. Similarly, provide a breakdown of the related adjustment of $2,608,752 to accumulated (deficits)/earnings. In addition, provide a detailed breakdown of the $2,500,000 promissory notes included in column C and clarify how the additional extension payments made from November 2023 to February 2024 as disclosed on page F- 39 are reflected in the pro forma financial statements.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 153 and adjustment (6) to update unaudited pro forma condensed combined financial statements and footnote disclosures as of December 31, 2023.

       (1)

   Footnote of pro forma adjustment (6) has been revised included a quantified breakdown of the components that impacts the subsequent Trust Account balance.

   (2)

   Cash received subsequently after December 31, 2023 mainly includes two components: (i) interest income of $1.68 million in Trust Account during January to April, 2024, which would be reflected in the combined accumulated earnings; (ii) subsequent extension payment of $0.50 million from promissory notes-related parties.

   (3)

   The additional extension payment from promissory notes-related parties made subsequently after December 31, 2023 were reflected in pro forma adjustment (6), as a result of $125,000 monthly payment from January to April, 2024.

 Helport Limited Notes to Combined Financial Statements

 Note 11. Subsequent event, page F-16

       5.

   Please revise here to include a discussion the Convertible Promissory Notes issued on March 6, 2024. Refer to ASC 855-10-50-2.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on F-30 in Note 10 Subsequent event to Condensed Combined Financial Statements as of and for the six months ended December 31, 2023, to include the discussion of the Convertible Promissory Notes issued and Lines of Credit obtained subsequently after December 31, 2023.

 * * *

  2

 We thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at yli@htflawyers.com or by telephone at 212-530-2210.

   Very truly yours,

   Helport AI Limited

   By:

   /s/ Cong Shi

   Name:

   Cong Shi

   Title:

   Director

 cc: Ellenoff Grossman & Schole LLP

  3

United States securities and exchange commission logo
March 19, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re:Helport AI Limited
Amendment No. 1 to Registration Statement on Form F-4
Filed March 12, 2024
File No. 333-276940
Dear Cong Shi:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 21, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4
Risk Factors
Tristar's management has substantial doubt about their ability to continue as a going concern...,
page 69
1.Tell us why you removed the reference to Tristar's independent registered public
accounting firm in the header to this risk factor. In this regard, we note that you continue
to include such reference in the summary risk factors on page 52. Please explain or revise.
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Combined Balance Sheet, page 152
2.Please revise the pro forma balance sheet to disclose what pro forma column C is intended
to represent. Also, revise columns A and B to include the name of the entity in the column
header.

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 March 19, 2024 Page 2
 FirstName LastName
Cong Shi
Helport AI Limited
March 19, 2024
Page 2
3.We note that there is no minimum cash requirement for the Business Combination. Please
explain why you are assuming only 10,087,536 shares are redeemed under the maximum
redemption scenario and why you state that any redemptions above 95% would cause a
"failure in the completion of the business combination due to short of cash balance to pay
off accrued expenses." In this regard, tell us why amounts due for accrued expenses
related to this transaction were not already factored into pro forma adjustment (4). Revise
your footnote disclosures and pro forma financial statements as necessary.
4.Pro forma adjustment (5) indicates that the Trust account was impacted by (a) the
redemption of 12,391,198 public shares, (b) interest received and (c) subsequent extension
payments. Please revise note (5) to include a quantified breakdown of the various
components that comprise the $127,711,898 adjustment to cash and cash equivalents and
ensure that such amounts are supported by disclosures elsewhere in Tristar's financial
statements. Similarly, provide a breakdown of the related adjustment of $2,608,752 to
accumulated (deficits)/earnings. In addition, provide a detailed breakdown of the
$2,500,000 promissory notes included in column C and clarify how the additional
extension payments made from November 2023 to February 2024 as disclosed on page F-
39 are reflected in the pro forma financial statements.
Helport Limited Notes to Combined Financial Statements
Note 11. Subsequent event, page F-16
5.Please revise here to include a discussion the Convertible Promissory Notes issued on
March 6, 2024. Refer to ASC 855-10-50-2.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

CORRESP
1
filename1.htm

helport_corresp.htm

 Helport AI Limited

 9 Temasek Boulevard #07-00, Suntec Tower Two

 Singapore 038989

 VIA EDGAR

 March 11, 2024

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 Washington, D.C. 20549

       Attention:

   Dave Edgar

 Kathleen Collins

 Austin Pattan

 Jeff Kauten

       Re:

   Helport AI Limited

 Registration Statement on Form F-4

 Filed February 8, 2024

 File No. 333-276940

 Ladies and Gentleman:

 Helport AI Limited (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 21, 2024 relating to the Registration Statement on Form F-4, filed by the Company with the Commission on February 8, 2024.

 For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the amendment No. 1 to the Registration Statement on Form F-4 (the “Registration Statement”) which is being submitted to the Commission contemporaneously with the submission of this letter.

  1

 Registration Statement on Form F-4

 Summary Unaudited Pro Forma Condensed Combined Financial Statements, page 58

   1.

   Please consider revising your disclosures here to present a "summary" of your pro forma information. In this regard, consider including only the information in the pro forma balance sheet and pro forma income statement columns for Scenario 1 and Scenario 2, excluding the adjustment columns, with a cross reference to the more detailed pro forma financial information beginning on page 152.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 58 to remove the section of Summary Unaudited Pro Forma Condensed Combined Financial Statements, and combined the disclosure on selected unaudited pro forma financial information to the section of Selected Unaudited Pro Forma Condensed Combined Financial Information and Comparative Per Share Data, with a cross reference to the more detailed pro forma financial information beginning on page 150.

 Risk Factors

 Risks Related to Helport's Business, page 79

   2.

  We note your response to prior comment 16. Please describe the risks related to using open source software in your product offerings, including whether the use of open source software could impact your ability to offer your products in the future.

  Response: In response to the Staff’s comment, we revised the disclosures on pages 53 and 78 to disclose the risks related to using open source software in our product offerings, including how the use of open source software could impact our ability to offer our products in the future.

 The Business Combination Proposal

 Earnout, page 104

   3.

   We note your response to prior comment 8. To avoid confusion as to the terms of the business combination agreement, please revise to remove the section describing the no longer applicable earnout provision. Any discussion of the earnout should be limited to the narrative disclosure of the background of the business combination.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 102 of the Registration Statement to remove the section describing the no longer applicable earnout provision.

 Summary of Opinion of ValueScope, Inc. as Financial Advisor to Tristar, page 123

   4.

   We note your response to prior comment 11 and that ValueScope developed its own projections, based on the historical financial performance of Helport, in connection with rendering its fairness opinion. As such, please provide the full projections in your disclosure, along with the material assumptions and limitations underlying them.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 124 of the Registration Statement to include the requested information.

  2

 Unaudited Pro Forma Condensed Combined Financial Statements

 Basis of Pro Forma Presentation, page 153

   5.

   We note your response to prior comment 12. However, your disclosure continues to state that the historical financial statements have been adjusted to give pro forma effect to events that are directly attributable, factually supportable and expected to have a continuing impact on the results of the combined company. This language relates to legacy pro forma guidance that was superseded by SEC Release No. 33-10786. Please revise to remove this language here and on page 60.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosures on pages 58 and page 151 to revise the language related to legacy pro forma guidance that was superseded by SEC Release No. 33-10786.

 Unaudited Pro Forma Combined Balance Sheet, page 154

   6.

   The pro forma cash and total assets under Scenario 2 do not foot. Please revise.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 152 about the pro forma cash and total assets under Scenario 2.

   7.

   You state in your response to prior comment 12 that you revised pro forma adjustment (3) to specifically quantify each component of the adjustment and to which entity the fee relates. However, such information has not been provided. In your response, please provide us with a detailed breakdown of the $5,707,943 adjustment to cash. Describe each individual item and identify to which entity it relates. To the extent any amounts relate to expenses already incurred and paid by either Helport or Tristar, explain why you are deducting such amount from cash and cash equivalents. In addition, tell us whether the $3.5 million of Purchaser Transaction Expense payable by the Pubco as discussed on page 18 is reflected in this adjustment. Lastly, revise your pro forma footnotes to further clarify this adjustment.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure about pro forma footnote (4) on page 152 to provide a detailed breakdown of the adjustment to cash and cash equivalents, to further describe each individual item included in the adjustment, and to identify which entity it relates to, to the extent any amounts relate to expenses already incurred and paid by either Helport or Tristar. The Purchaser Transaction Expense payable by Pubco as discussed on page 18 is already considered and reflected in this adjustment, adjusted as the transaction fees that have not been reflected on Tristar’s historical balance sheet and due upon the completion of the Business Combination.

 Liquidity and Capital Resources, page 212

   8.

    We note your revised disclosures in response to prior comment 20 where you state that you usually grant customers a credit term between 180 and 365 days. Please reconcile this with your disclosure on page 188 where you indicate that customers can "choose to settle their bills on a quarterly or annual basis," and revise as necessary.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 186 to ensure a consistent disclosure on the credit term of customers.

  3

 Helport Limited - Combined Statements of Cash Flows, page F-6

   9.

   We note from your response to prior comment 22 that you did not reflect the intangible assets acquired from Youfei Shuke in the statement of cash flows because you had not yet paid the contract fee for the development of such asset. Tell us why the amounts have not yet been paid and how that complies with the terms of the agreements in Section 4 of Exhibits 10.18 and 10.19.1. Also, please revise to include a discussion of this transaction in the statement of cash flows or the notes thereto as a non-cash transaction and confirm that you intend to reflect the intangible asset in investing activities in the period in which the amounts are paid. We refer you to ASC 230-10-50-3 through 50-6.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that:

   (1) The Company did not pay the contract fee for the development of intangible assets as of June 30, 2023, since the Company was facing pressure on working capital management as a company at start-up stage. In April, 2022, with consideration of long-term collaboration the Company negotiated with Youfei Shuke, and came to a consensual supplemental agreement (referring to Section 4 of Exhibits 10.18 and 10.19) on the extension of credit term of contract fee, which states that the Company should settle all the contract fee no later than December 31, 2023; otherwise, 4% of annual interest would be accrued for the unpaid amount starting on January 1, 2024, until the contract fee is completely settled. In September, 2023, the Company settled all the contract fee for the development of intangible assets.

   (2) The Company has amended disclosure on page F-6 and F-16 to include a discussion of this transaction in the statement of cash flows as a non-cash transaction, as well as the subsequent settlement of such contract fee to Youfei Shuke in September, 2023 in Note 11. The Company will reflect the intangible assets in investing activities in the period in which the amounts were paid.

 Notes to Helport Limited Financial Statements, page F-7

   10.

   You state in your response to prior comment 21 that you included information regarding the subscription receivables in the notes to the combined financial statements; however, it appears that no such revisions have been made. Please revise or explain.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that is has supplemented the Note 8 Ordinary Shares on page F-16 to include the information regarding the subscription receivables, which presents the receivable for the issuance of ordinary shares of the Company, reported as a deduction of equity and presented on a retroactive basis before the incorporation of the Company.

 General

   11.

   Please update your disclosures on pages 33, 50 and 61 to include the additional $500,000 of proceeds received on January 5, 2024 for the September 2023 promissory notes.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 33, 50, 59, 159, 172 and 174 of the Registration Statement to include the requested information.

   12.

    Please provide us with any correspondence between Wells Fargo Securities and Tristar or Loop Capital and Tristar relating to the resignation of the firms.

   Response: The Company acknowledges the Staff’s comment and will provide to the Staff, under separate cover on a confidential and supplemental basis, a copy of each such correspondence between Wells Fargo Securities and Tristar or Loop Capital and Tristar relating to the resignation of the firms. Such materials are not, and will not be, filed with or deemed to be part of the Registration Statement.

 * * *

  4

 We thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at yli@htflawyers.com or by telephone at 212-530-2210.

   Very truly yours,

   Helport AI Limited

   By:

   /s/ Cong Shi

   Name:

    Cong Shi

   Title:

   Director

 cc: Ellenoff Grossman & Schole LLP

  5

United States securities and exchange commission logo
February 21, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re:Helport AI Limited
Registration Statement on Form F-4
Filed February 8, 2024
File No. 333-276940
Dear Cong Shi:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 18, 2024 letter.
Registration Statement on Form F-4
Summary Unaudited Pro Forma Condensed Combined Financial Statements, page 58
1.Please consider revising your disclosures here to present a "summary" of your pro forma
information. In this regard, consider including only the information in the pro forma
balance sheet and pro forma income statement columns for Scenario 1 and Scenario 2,
excluding the adjustment columns, with a cross reference to the more detailed pro forma
financial information beginning on page 152.
Risk Factors
Risks Related to Helport's Business, page 79
2.We note your response to prior comment 16. Please describe the risks related to using
open source software in your product offerings, including whether the use of open source
software could impact your ability to offer your products in the future.

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 February 21, 2024 Page 2
 FirstName LastNameCong Shi
Helport AI Limited
February 21, 2024
Page 2
The Business Combination Proposal
Earnout, page 104
3.We note your response to prior comment 8. To avoid confusion as to the terms of the
business combination agreement, please revise to remove the section describing the no
longer applicable earnout provision. Any discussion of the earnout should be limited to
the narrative disclosure of the background of the business combination.
Summary of Opinion of ValueScope, Inc. as Financial Advisor to Tristar, page 123
4.We note your response to prior comment 11 and that ValueScope developed its own
projections, based on the historical financial performance of Helport, in connection with
rendering its fairness opinion. As such, please provide the full projections in your
disclosure, along with the material assumptions and limitations underlying them.
Unaudited Pro Forma Condensed Combined Financial Statements
Basis of Pro Forma Presentation, page 153
5.We note your response to prior comment 12. However, your disclosure continues to state
that the historical financial statements have been adjusted to give pro forma effect to
events that are directly attributable, factually supportable and expected to have
a continuing impact on the results of the combined company. This language relates to
legacy pro forma guidance that was superseded by SEC Release No. 33-10786. Please
revise to remove this language here and on page 60.
Unaudited Pro Forma Combined Balance Sheet, page 154
6.The pro forma cash and total assets under Scenario 2 do not foot. Please revise.
7.You state in your response to prior comment 12 that you revised pro forma adjustment (3)
to specifically quantify each component of the adjustment and to which entity the fee
relates. However, such information has not been provided. In your response, please
provide us with a detailed breakdown of the $5,707,943 adjustment to cash. Describe each
individual item and identify to which entity it relates. To the extent any amounts relate to
expenses already incurred and paid by either Helport or Tristar, explain why you are
deducting such amount from cash and cash equivalents. In addition, tell us whether the
$3.5 million of Purchaser Transaction Expense payable by the Pubco as discussed on page
18 is reflected in this adjustment. Lastly, revise your pro forma footnotes to further clarify
this adjustment.
Liquidity and Capital Resources, page 212
8.We note your revised disclosures in response to prior comment 20 where you state that
you usually grant customers a credit term between 180 and 365 days. Please reconcile this
with your disclosure on page 188 where you indicate that customers can "choose to settle
their bills on a quarterly or annual basis," and revise as necessary.

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 February 21, 2024 Page 3
 FirstName LastName
Cong Shi
Helport AI Limited
February 21, 2024
Page 3
Helport Limited - Combined Statements of Cash Flows, page F-6
9.We note from your response to prior comment 22 that you did not reflect the intangible
assets acquired from Youfei Shuke in the statement of cash flows because you had not yet
paid the contract fee for the development of such asset. Tell us why the amounts have not
yet been paid and how that complies with the terms of the agreements in Section 4 of
Exhibits 10.18 and 10.19.  Also, please revise to include a discussion of this transaction in
the statement of cash flows or the notes thereto as a non-cash transaction and confirm that
you intend to reflect the intangible asset in investing activities in the period in which the
amounts are paid. We refer you to ASC 230-10-50-3 through 50-6.
Notes to Helport Limited Financial Statements, page F-7
10.You state in your response to prior comment 21 that you included information regarding
the subscription receivables in the notes to the combined financial statements; however, it
appears that no such revisions have been made. Please revise or explain.
General
11.Please update your disclosures on pages 33, 50 and 61 to include the additional $500,000
of proceeds received on January 5, 2024 for the September 2023 promissory notes.
12.Please provide us with any correspondence between Wells Fargo Securities and Tristar
or Loop Capital and Tristar relating to the resignation of the firms.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

CORRESP
1
filename1.htm

tris_corresp.htmHelport AI Limited

 9 Temasek Boulevard #07-00, Suntec Tower Two

 Singapore 038989

 VIA EDGAR

 February 7, 2024

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 Washington, D.C. 20549

    Attention:

   Dave Edgar

 Kathleen Collins

 Austin Pattan

 Jeff Kauten

    Re:

   Helport AI Limited

 Draft Registration Statement on Form F-4

 Submitted December 22, 2023

 CIK No. 0002001699

 Ladies and Gentleman:

 Helport AI Limited (the “Company”, “Helport” or “we”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on January 18, 2024 relating to the Draft Registration Statement on Form F-4, filed by the Company with the Commission on December 22, 2023.

 For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Registration Statement on Form F-4 (the “Registration Statement”) which is being filed to the Commission contemporaneously with the submission of this letter.

 Draft Registration Statement on Form F-4

 Defined Terms, page 11

   1.

   Please revise to define the terms of, and parties to, the Helport Reorganization as well as the Reorganization Documents, which you reference throughout the filing. Tell us what role, if any, Helport Limited has in the reorganization and why you provided financial statements for this entity and not the registrant, Helport AI Limited. In addition, clarify whether the Reorganization was completed by the December 31, 2023 deadline or revise to discuss any additional extensions.

   Response: In response to the Staff’s comment, we revised the disclosures on pages 13, 15, 17, 18, and 105, to define the terms of, and parties to, the Helport Reorganization (the “Reorganization”) and the Reorganization Documents, including explaining the role of Helport Limited in the Reorganization. We have also revised the disclosures on these pages to clarify that the Reorganization was completed on December 22, 2023. Upon consummation of the Reorganization, Helport Limited, through Helport Group Limited, acquired 100% of the equity interest of Helport Pte. Ltd., and thus Helport Pte. Ltd. became a wholly owned subsidiary of Helport Limited. Immediately before and after the Reorganization, Helport Limited together with its subsidiaries were effectively under common control. As a result, we provided financial statements for Helport Limited, instead of for the registrant, Helport AI Limited, which is only a shell company and is not part of the Helport Group prior to the closing of the Business Combination.

 Questions and Answers

 What interests do Tristar's Sponsor, executive officers and directors have in the business combination, page 32

   2.

   Please highlight the risk that the sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. Include corresponding disclosure in your risk factors.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 32 and page 34 of the Registration Statement to include the requested information.

 What vote is required to approve the proposals presented at the Meeting, page 34

   3.

  We note that the Initial Shareholders and Current Insiders have agreed to vote in favor of the business combination and related proposals. Please revise your discussion to highlight the vote of the unaffiliated shareholders needed to approve the business combination.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 34,  page 49, page 61, page 98, page 140, page 142, page 143, page 145,  page 148, page 149, page 150 and page 151 of the Registration Statement to include the requested information.

 Summary of the Proxy Statement/Prospectus

 Tristar Initial Shareholders and Current Insiders, page 47

   4.

  We note that the holders of the Founder Shares have waived their redemption rights. Please describe any consideration provided in exchange for this agreement.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 47 of the Registration Statement to include the requested information.

  2

 Risk Factors

 Risks Related to the Business Combination of Tristar

 Since the Sponsor and Tristar’s directors and officers..., page 61

   5.

  Please clarify how the board considered the conflicts described in this risk factor in negotiating and recommending the business combination.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 62 of the Registration Statement to include the requested information.

 Tristar's shareholders will experience immediate dilution..., page 70

   6.

  We note that the future issuance of securities by the combined company may dilute the economic and voting rights and reduce the market price of Pubco ordinary shares. Please expand this risk factor to highlight the impact that additional redemptions may have on your ability to fund the surviving company, including the likelihood that you will be unable to raise additional capital on favorable terms, if at all. Discuss the downward pressure potential sales of securities following the business combination or any future capital raising transactions may have on the trading price of the combined entity.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 70 of the Registration Statement to include the requested information.

 Risks Related to Our Securities Following the Business Combination and Helport Operating as a Public Company

 If Helport or Pubco fails to implement and maintain an effective system of internal controls or remediate the material weaknesses..., page 91

   7.

  Please revise to disclose when you expect to fully remediate the material weaknesses in your internal controls over financial reporting and any material costs you expect to incur as part of your remediation plan.

  Response: In response to the Staff’s comment, we have revised the disclosure on page 91 to disclose that we expect to fully remediate our material weaknesses in our internal controls over financial reporting before we cease to be an “emerging growth company”, and to describe the measures we intend to take to implement the remediation plan. However, at this stage, we are unable to quantify any particular material costs associated with implementing the remediation plan.

  3

 The Business Combination Proposal Earnout, page 104

   8.

  We note your disclosure regarding the terms of the earnout as set forth in the business combination agreement. Please revise to clarify that the earnout and related escrow were removed in connection with the First Amendment to the Business Combination Agreement consistent with your disclosure on page 108.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 104 of the Registration Statement to include the requested information.

 Background of the Business Combination, page 110

   9.

  We note your statement that “On September 30, 2023, Tristar received the first version of ValueScope’s fairness opinion.” Please tell us whether the board considered multiple sets of projections, and if so, disclose how the projections referred to in the registration statement were selected. If the board considered a draft of the projections, disclose the material differences between the draft projections and final projections and why such changes were necessary.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 119 of the Registration Statement to include the requested information.

 Recommendation of the Board and Reasons for the Business Combination, page 120

   10.

  We note your statement that the board's decision to recommend the transaction considered a number of factors “including, but not limited to, the following material factors.” Please revise to include, without qualification, the full list of material factors considered by the board when determining whether to recommend the business combination.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 121 of the Registration Statement to include the requested information.

 Summary of Opinion of ValueScope, Inc. as Financial Advisor to Tristar, page 123

   11.

  Please tell us whether ValueScope relied upon any projections or forward-looking financial information when rendering its fairness opinion.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 123 of the Registration Statement to include the requested information.

 Unaudited Pro Forma Condensed Combined Financial Statements Basis of Pro Forma Presentation, page 152

   12.

  You state that the historical financial statements have been adjusted to give pro forma effect to events that are directly attributable, factually supportable and expected to have a continuing impact on the result of the combined company. Please revise your disclosure to fully comply with the updated guidance in Article 11-02 of Regulation S-X and remove any references to the legacy pro forma guidance. In doing so, confirm that your pro forma financial statements include all necessary transaction accounting adjustments, including those that are not expected to have a continuing impact. Refer also to SEC Release No. 33-10786.

  Response: In response to the Staff’s comment, we have revised the disclosures on page 152 to fully comply with the updated guidance in Article 11-02 of Regulation S-X, to ensure that our pro forma financial statements include all necessary transaction accounting adjustments, including those that are not expected to have a continuing impact.

  4

 Unaudited Pro Forma Combined Balance Sheet, page 154

   13.

  Please explain your basis for presenting Helport Pte. Ltd. and Helport Limited on a combined basis in your pro forma financial statements.

  Response: We respectfully advise the Staff that, before December 22, 2023 (the date of the first filing of the DRS), because the Reorganization had not been completed by such date, there had been no basis to present Helport Limited and Helport Pte. Ltd. on a combined or consolidated basis. As a result, we issued respective Financial Statements of Helport Limited and Helport Pte. Ltd. as individual reporting entities, with two sets of audit opinion as well. Helport Limited and Helport Pte. Ltd. were presented on a combined basis in the pro forma financial statements, because the unaudited pro forma financial statements were prepared under the assumption that the Reorganization of Helport would be completed before the closing of the business combination between Helport Limited and Tristar Acquisition I Corporation.

  On November 14, 2023, Helport Limited established Helport Group Limited in the British Virgin Islands, as its wholly owned subsidiary to be the intermediate holding company. On December 22, 2023, Helport Limited through Helport Group Limited acquired 100% of the equity interest of Helport Pte. Ltd., and thus Helport Pte. Ltd. became a wholly owned subsidiary of Helport Limited. We did not provide financial statements for Helport Group Limited and Helport AI Inc. because they had not been incorporated as of June 30, 2023.The main purpose of the Reorganization was to establish a BVI holding company for our existing business in Singapore, in preparation for a business combination. Immediately before and after the Reorganization, Helport Limited together with its subsidiaries were effectively under common control. Therefore, the Reorganization was accounted for as a recapitalization, and thus the current capital structure has been retroactively presented as if such structure had existed throughout the periods presented, and the entities under common control were presented on a combined and consolidated basis for all periods for which such entities were under common control. The consolidated presentation of the Company and its subsidiaries were accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying audited combined financial statements.

   We have revised the financial statements section to present Helport Pte. Ltd. and Helport Limited on a combined basis in the combined financial statement of Helport Limited, since the Reorganization was completed on December 22, 2023. The revision from two sets of financial statements to a combined financial statement has no impact on the accounting treatments of unaudited pro forma financial statements.

  5

   14.

  Please revise to explain what the capitalized transaction fees included in pro forma adjustment (2) represent. Specifically quantify each component included in this adjustment and to which entity the fee relates. Also, clarify when these fees were "capitalized" and how they are reflected in the historical financial statements, if at all. In addition, tell us how you determined that such costs should be recorded as a reduction of equity versus an expense in your pro forma statement of operations to the extent they are not already reflected in the historical financial statements. Refer to SAB Topic 5.A.

  Response: In response to the SEC staff’s comment, we have made the following revisions on page 154 as stated in (1), and provided further clarification on when these fees were “capitalized” or “expensed”, and how such fees were reflected in the historical financial statements, either as a reduction of equity or as an expense in accumulated deficits / retained earnings.

   (1)

   We have revised to explain what the capitalized transaction fees included in pro forma “Adjustment (3)” represent, by specifically quantifying each component included in this adjustment and to which entity the fee relates. Only the transaction fees of Helport which qualified as deferred offering costs, would be charged as a reduction of the combined additional paid-in capital in “Adjustment (3)”. The details of capitalized transaction fees were as follows:

    Transaction fees

   Amount

   Legal fees and other expenses

  $  776,000

   Financial advisory fees

  95,155

   Industry consulting fees

  20,686

   Total capitalized transaction fees

  $  891,841

   (2)

   For Tristar, the transaction fees that directly relates to the Business Combination for professional services provided should be expensed in general and administrative expenses and carried forward in accumulated deficits in the historical financial statements. However, upon completion of Business Combination, Tristar’s accumulated deficits would be eliminated and reclassified into the combined additional paid-in capital to reflect the recapitalization of Helport through issuance of Tristar shares as adjusted in “Adjustment (6)”.

  For Helport, the transaction fees for professional services provided before June 30, 2023 were expensed in general and administrative expenses in the historical financial statements, as such fees were not considered “directly attributable” to the Business Combination. The projected transaction fee

United States securities and exchange commission logo
January 18, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re:Helport AI Limited
Draft Registration Statement on Form F-4
Submitted December 22, 2023
CIK No. 0002001699
Dear Cong Shi:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
Defined Terms, page 11
1.Please revise to define the terms of, and parties to, the Helport Reorganization as well as
the Reorganization Documents, which you reference throughout the filing. Tell us what
role, if any, Helport Limited has in the reorganization and why you provided financial
statements for this entity and not the registrant, Helport AI Limited. In addition, clarify
whether the Reorganization was completed by the December 31, 2023 deadline or revise
to discuss any additional extensions.
Questions and Answers
What interests do Tristar's Sponsor, executive officers and directors have in the business
combination, page 32
2.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 January 18, 2024 Page 2
 FirstName LastNameCong Shi
Helport AI Limited
January 18, 2024
Page 2
company or on terms less favorable to shareholders rather than liquidate. Include
corresponding disclosure in your risk factors.
What vote is required to approve the proposals presented at the Meeting, page 34
3.We note that the Initial Shareholders and Current Insiders have agreed to vote in favor of
the business combination and related proposals. Please revise your discussion to highlight
the vote of the unaffiliated shareholders needed to approve the business combination.
Summary of the Proxy Statement/Prospectus
Tristar Initial Shareholders and Current Insiders, page 47
4.We note that the holders of the Founder Shares have waived their redemption rights.
Please describe any consideration provided in exchange for this agreement.
Risk Factors
Risks Related to the Business Combination of Tristar
Since the Sponsor and Tristar’s directors and officers..., page 61
5.Please clarify how the board considered the conflicts described in this risk factor in
negotiating and recommending the business combination.
Tristar's shareholders will experience immediate dilution..., page 70
6.We note that the future issuance of securities by the combined company may dilute the
economic and voting rights and reduce the market price of Pubco ordinary shares. Please
expand this risk factor to highlight the impact that additional redemptions may have on
your ability to fund the surviving company, including the likelihood that you will be
unable to raise additional capital on favorable terms, if at all. Discuss the downward
pressure potential sales of securities following the business combination or any future
capital raising transactions may have on the trading price of the combined entity.
Risks Related to Our Securities Following the Business Combination and Helport Operating as a
Public Company
If Helport or Pubco fails to implement and maintain an effective system of internal controls or
remediate the material weaknesses..., page 91
7.Please revise to disclose when you expect to fully remediate the material weaknesses in
your internal controls over financial reporting and any material costs you expect to incur
as part of your remediation plan.
The Business Combination Proposal
Earnout, page 104
8.We note your disclosure regarding the terms of the earnout as set forth in the business
combination agreement. Please revise to clarify that the earnout and related escrow were

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 January 18, 2024 Page 3
 FirstName LastNameCong Shi
Helport AI Limited
January 18, 2024
Page 3
removed in connection with the First Amendment to the Business Combination
Agreement consistent with your disclosure on page 108.
Background of the Business Combination, page 110
9.We note your statement that “On September 30, 2023, Tristar received the first version of
Valuescope’s fairness opinion.” Please tell us whether the board considered multiple sets
of projections, and if so, disclose how the projections referred to in the registration
statement were selected. If the board considered a draft of the projections, disclose the
material differences between the draft projections and final projections and why such
changes were necessary.
Recommendation of the Board and Reasons for the Business Combination, page 120
10.We note your statement that the board's decision to recommend the transaction considered
a number of factors “including, but not limited to, the following material factors.” Please
revise to include, without qualification, the full list of material factors considered by the
board when determining whether to recommend the business combination.
Summary of Opinion of ValueScope, Inc. as Financial Advisor to Tristar, page 123
11.Please tell us whether ValueScope relied upon any projections or forward-looking
financial information when rendering its fairness opinion.
Unaudited Pro Forma Condensed Combined Financial Statements
Basis of Pro Forma Presentation, page 153
12.You state that the historical financial statements have been adjusted to give pro forma
effect to events that are directly attributable, factually supportable and expected to have
a continuing impact on the result of the combined company. Please revise your disclosure
to fully comply with the updated guidance in Article 11-02 of Regulation S-X and remove
any references to the legacy pro forma guidance. In doing so, confirm that your pro forma
financial statements include all necessary transaction accounting adjustments, including
those that are not expected to have a continuing impact. Refer also to SEC Release No.
33-10786.
Unaudited Pro Forma Combined Balance Sheet, page 154
13.Please explain your basis for presenting Helport Pte. Ltd. and Helport Limited on a
combined basis in your pro forma financial statements.
14.Please revise to explain what the capitalized transaction fees included in pro forma
adjustment (2) represent. Specifically quantify each component included in this
adjustment and to which entity the fee relates. Also, clarify when these fees were
"capitalized" and how they are reflected in the historical financial statements, if at all. In

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 January 18, 2024 Page 4
 FirstName LastNameCong Shi
Helport AI Limited
January 18, 2024
Page 4
addition, tell us how you determined that such costs should be recorded as a reduction of
equity versus an expense in your pro forma statement of operations to the extent they are
not already reflected in the historical financial statements. Refer to SAB Topic 5.A.
15.You disclose on page 161 that the unsecured promissory notes issued in July and
September 2023 are due and payable upon the closing of a business combination. You
further disclose on page 50 that if a business combination is completed, Tristar will repay
the notes with proceeds from the Trust Account. Please revise to include pro
forma adjustments reflecting both the issuance and repayment of such notes and related
income statement entries made subsequent to June 30, 2023.
Business of Helport, page 178
16.We note your partnership with Tianjin Youfei Digital Technology Group Co., Ltd., which
“provides relevant models, products, and R&D personnel.” Please tell us whether any of
these models or products rely upon third-party applications, such as open-source software
or large historical data sets.
Competitive Strengths, page 179
17.We note your statement that you “apply operations research theory and AI technology to
create intelligent algorithms and tools underlying the intelligent functions of AI Assist."
With a view toward disclosure, please describe with specificity how AI is used in your
business model. Your revised disclosure should explain how you developed and validated
your AI model, including the data quality and robustness of the relationship predicted by
the model over time, the experience of the personnel that developed the model, when the
model was developed, and how long the model has been used in a clinical setting.
Helport's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Specific Factors Affecting Our Results of Operations, page 208
18.You state that banking, insurance and Internet are the main industries that use AI Assist.
In addition, you indicate that the Helport team has developed connections with
major financial institutions, insurance enterprises and Internet corporations. Please tell us
whether your two main customers, Shenyang Pengbosheng Network Technology and
Beijing Baojiang Science and Technology Co. are considered "major" companies in the
banking, insurance or Internet industries and if so, explain the basis for such
determination. Alternatively, revise to clarify these disclosures, which appear to imply
your current customer base is comprised of major corporations.
Comparison of Years Ended June 30, 2023 and 2022, page 210
19.We note from your disclosures on page 216 that consideration for your AI services is
based on the monthly average subscribed seats. In addition, you state that the increase in
revenue for fiscal 2023 was due, in part, to the increase in the number of subscription

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 January 18, 2024 Page 5
 FirstName LastNameCong Shi
Helport AI Limited
January 18, 2024
Page 5
accounts per customer. Please tell us, and revise to disclose, the number of average
monthly subscribed seats for each period presented. Refer to SEC Release No. 33-10751.
Liquidity and Capital Resources, page 212
20.You disclose on page 188 that your customers can choose to settle their bills on a
quarterly or annual basis. Please revise, both here and in Note 2(k), to disclose the typical
payment terms of your arrangements. Also, disclose your days sales outstanding for each
period presented along with a discussion of the underlying reasons for any significant
changes therein. Lastly, tell us the age of the $8,116,654 accounts receivables that were
collected subsequent to your fiscal 2023 year-end. Refer to Item 303(b)(1) of Regulation
S-K.
Helport Pte. Ltd. Financial Statements, page F-3
21.Revise to include the number of shares outstanding for each of Helport Pte and Helport
Limited either on the face of the balance sheets or in the notes thereto. Also, include a
footnote discussion of the subscription receivable as reflected in the pro forma balance
sheet column for Helport and explain why such receivable in not reflected in the audited
balance sheet for Helport Pte or Helport Limited. In addition, include earnings per share
information. Refer to Item 18 of Form 20-F and Rule 5-02.29 and Rule 5-03.25 of
Regulation S-X.
Notes to Helport Pte. Ltd. Financial Statements
Note 4. Intangible Assets, net, page F-13
22.Please tell us the source of the intangible assets on your balance sheet. To the extent this
asset relates to the development agreement with Youfei Shuke, tell us the specific
accounting guidance you applied in capitalizing such costs. Also, tell us how the
acquisition of this intangible is reflected in your cash flow statement as you do not appear
have any investing cash flow activities. Refer to ASC 230-10-45-13(c).
Note 9. Subsequent Event, page F-16
23.Please revise to disclose the date through which you evaluated subsequent events. Refer to
ASC 855-10-50-1(a).
Exhibits
24.We note that you rely on agreements with your developer partner, Tianjin Youfei Shuke
Technology Group, for the development of your products. Please file the material
agreements with Youfei Shuke summarized on page 189 as exhibits. Refer to Item
601(b)(10)(ii)(B) of Regulation S-K.
General
25.We understand that Well Fargo Securities, the lead underwriter in your SPAC IPO,

 FirstName LastNameCong Shi
 Comapany NameHelport AI Limited
 January 18, 2024 Page 6
 FirstName LastName
Cong Shi
Helport AI Limited
January 18, 2024
Page 6
waived the deferred underwriting commissions that were otherwise due to it upon the
closing of the business combination. Please disclose how this waiver was obtained, why
the waiver was agreed to, and clarify the SPAC’s current relationship with the firm.
26.Please describe what relationship existed between Wells Fargo Securities and Tristar after
the close of the IPO, including any financial or merger-related advisory services
conducted by the firm. For example, clarify whether the firm had any role in the
identification or evaluation of business combination targets.
27.Please tell us whether you are aware of any disagreements with Wells Fargo Securities
regarding the disclosure in your registration statement. Further, please add risk factor
disclosure clarifying that the firm was to be compensated, in part, on a deferred basis for
its underwriting services in connection with the SPAC IPO and such services have already
been rendered, yet the firm is waiving such fees and whether it is disclaiming
responsibility for the Form F-4 registration statement. Clarify the unusual nature of such a
fee waiver and the impact of it on the evaluation of the business combination.
28.Tell us whether Wells Fargo Securities was involved in the preparation of any disclosure
that is included in the Form F-4 registration statement, including any analysis underlying
disclosure in the registration statement. If so, clarify their involvement, whether they have
retracted any work product associated with the transaction, and the risk of such
withdrawal and reliance on their expertise. Further, please clarify whether Wells Fargo
Securities claims no role in the SPAC’s business combination transaction and whether it
has affirmatively disclaimed any responsibility for any of the disclosure in this registration
statement.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li