United States securities and exchange commission logo
December 13, 2023
Michael Liu
Chief Financial Officer
Tristar Acquisition I Corp.
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Re: Tristar Acquisition
I Corp.
Form 10-K for the
year ended December 31, 2022
File March 9, 2023
File No. 001-40905
Dear Michael Liu:
We have reviewed your
filing and have the following comment.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Form 10-Q for the quarterly period ended September 30, 2023
Note 1Description of Organization and Business Operations and Liquidity,
page 7
1. We note your disclosure
related to the Sponsor Handover in which Navy Sail International
Limited, a British
Virgin Islands company became your new sponsor on July 18,
2023. With a view
toward disclosure, please tell us whether your sponsor is, is controlled
by, or has substantial
ties with a non-U.S. person. If so, please revise your disclosure in
future periodic filings
to include disclosure that addresses how this fact could impact your
ability to complete
your initial business combination. For instance, discuss the risk to
investors that you may
not be able to complete an initial business combination with a U.S.
target company should
the transaction be subject to review by a U.S. government entity,
such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. Further, disclose that the time
necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
Michael Liu
Tristar Acquisition I Corp.
December 13, 2023
Page 2
you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses
of the investment opportunity in a target company, any price
appreciation in the combined
company, and the warrants, which would expire worthless. Please
include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameMichael Liu Sincerely,
Comapany NameTristar Acquisition I Corp.
Division of
Corporation Finance
December 13, 2023 Page 2 Office of Real
Estate & Construction
FirstName LastName