Item 8.01 Other Events.
As previously disclosed by Tristar Acquisition I Corp. (the “Company”) in its Current Report on Form 8-K, as filed with the Securities and Exchange Commission (the “SEC”) on October 18, 2021 (the “IPO Closing 8-K”), the Company consummated its initial public offering (the “IPO”) on October 13, 2021, resulting in the issuance of an aggregate of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company (a “Public Share”), $0.0001 par value (“Class A Ordinary Shares”), and one-half (1/2) of one redeemable warrant (a “Public Warrant”). Each whole Public Warrant is exercisable for one Class A Ordinary Share at a price of $11.50 per full share. The Units were sold at an offering price of $10.00 per unit, and the IPO generated aggregate gross proceeds of $200,000,000.
Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 6,775,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, with Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to a Private Placement Warrant Purchase Agreement (the “Private Placement Warrant Purchase Agreements”). The Private Placement generated aggregate gross proceeds of $6,775,000. The Private Placement Warrants are identical to the Public Warrants included in the Units, except as otherwise disclosed in the Company’s registration statement.
A total of $202,000,000, consisting of the entirety of the proceeds received by the Company after deduction for commissions from the IPO and a portion of the proceeds from the sale of the Private Placement Warrants (which amount includes $9,000,000 of deferred underwriting commissions), were placed in a U.S.-based trust account at J.P. Morgan Chase Bank maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) absent our completing an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.
An audited balance sheet as of October 18, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
