Tristar Acquisition I Corp - Ordinary Shares (TRIS) Form 3 Initial statement of insider ownership

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^*

Navy Sail International Limited

(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)

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

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	715,125(2)	(1)	D

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 the Reporting Person pursuant to a securities purchase agreement, dated as of July 18, 2023, by and between the Issuer, Tristar Holdings I LLC ("Prior Sponsor") and the Reporting Person and its designees. The Reporting Person is the holder of record of the reported shares. Chunyi (Charlie) Hao is the sole shareholder and director of the Reporting Person and as such, he has voting and investment discretion with respect to the shares held by the Reporting Person. Accordingly, Mr. Hao may be deemed to have beneficial ownership of the shares held by the Reporting Person. Mr. Hao 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 (Charlie) Hao Chunyi Hao, Sole Shareholder and Director	08/24/2023
	** 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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