Tristar Acquisition I Corp - Ordinary Shares (TRIS) Form 3 Tristar Acquisition I / Chun Yi Hao ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hao Chun Yi

(Last) (First) (Middle)

2 BURLINGTON WOODS DRIVE

SUITE 100

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2023

3. Issuer Name and Ticker or Trading Symbol
Tristar Acquisition I Corp. [ TRIS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	2,192,375(2)	(1)	D
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	715,125(3)	(1)	I	See footnote(3)

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-255009), the Class B ordinary shares will automatically convert into Class A ordinary shares (a) automatically at the time of the registrant's initial business combination and (b) at any time and from time to time at the option of the holders thereof. Such conversion will be on a one-for-one basis, subject to adjustment as described therein, and the Class B ordinary shares have no expiration date.

2. These shares were acquired by Chunyi Hao pursuant to (i) a securities purchase agreement, dated as of July 18, 2023, by and between the Issuer, Tristar Holdings I LLC ("Prior Sponsor") and Navy Sail International Limited ("Navy Sail") and its designees (the "Securities Purchase Agreement") and (ii) founder share transfer agreements, each dated as of July 18, 2023, by and between Mr. Hao and each holder of Class B ordinary shares other than Prior Sponsor.

3. These shares are held of record by Navy Sail. Navy Sail acquired such shares from Prior Sponsor pursuant to the Securities Purchase Agreement. Mr. Hao is the sole shareholder and director of Navy Sail and as such, he has voting and investment discretion with respect to the shares held by Navy Sail. Accordingly, Mr. Hao may be deemed to have beneficial ownership of the shares held by Navy Sail. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

	/s/ Chunyi Hao	07/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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