Tristar Acquisition I Corp. (NYSE:TRIS) announced in an 8-K this afternoon that it entered into a securities purchase agreement with its sponsor, Tristar Holdings I LLC, and Navy Sail International Limited. As a result, the company will undergo a change in management.
As part of the agreement, the sponsor transferred 3,046,634 of the company’s class B ordinary shares and 4,957,875 private placement warrants to Navy Sail International Limited. In addition, all other holders of the founder shares transferred an aggregate of 1,380,866 of their shares to the new CEO, Chunyi (Charlie) Hao.
The consummation of the agreement was contingent on the approval of the proposals at Tristar’s special meeting held on July 18. At the meeting, shareholders approved an extension of the SPAC’s completion deadline from July 18 to October 18 by depositing the lesser of $0.105 per public share or $375,000 into the trust account. Tristar I is also allowed to further extend its completion deadline for an additional one month as needed, on a month-to-month basis, up to twelve times, until October 18, 2024.
In connection with the sponsor handover, Tristar I, its officers and directors, the sponsor and the purchaser entered into additional agreements whereby: Navy Sail International Limited and its designees signed a joinder agreement to become a party to the Letter Agreement and the Registration Rights Agreement and entered into in connection with the IPO, and the Letter Agreement was amended by the parties thereto to allow for the transfer.
As part of the sponsor handover, Chunyi (Charlie) Hao will replace William M. Mounger as CEO and Chairman of the Board. Mr. Hao is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017. Most recently, Mr. Hao served as Chairman of the Board and CFO of East Stone Acquisition Corporation from August 2018 through November 2022, when it completed its business combination with NWTN, Inc. (Nasdaq: NWTN). Mr. Hao has served as CEO and president of Shandong Haizhishe Energy Engineering Co., Ltd., a solar and wind engineering company in China, and was in charge of the daily operations and business development of the company.
Michael Hao Liu will replace Timothy Allen Dawson as CFO, effective upon the closing. Mr. Liu previously served as the CEO of HopeRun Technology Corporation, a financial technology company. He has has extensive leadership experience, including his role as the Managing Partner of InRun Capital Holdings LLP, an investment management company, from 2015 to present and as President & CEO of Cloud4Device Technology Corp, a technology company, from 2014 to 2018.
Cathy Martine-Dolecki will tender her resignation as COO and Robert Willis will tender his resignation as director. Greg Boyd, David Jones, David Barksdale, Alex Parker and Steven Rogers shall tender their resignations as directors, to be effective upon the later of the expiration of all applicable waiting periods, the company’s filing of its quarterly report for the period ended June 30, and the appointment of their successors to be designated.
In connection with the closing, Navy Sail International Limited deposited $375,000 into the trust to support the first three months of the extension. As a result of this, Tristar I issued an unsecured promissory note for this amount to Chunyi (Charlie) Hao. The purchaser has also agreed to deposit an additional $125,000 for each successive month, or portion thereof, that is needed to complete a business combination until October 18, 2024.
Today’s announcement comes just a month after Tristar I terminated its non-binding letter of intent (LOI) with an undisclosed target. The LOI had been announced in March, providing the SPAC with an extension of its transaction deadline by three months, from April 18 to July 18.
According to its S-1, Tristar I has been searching for telecom and technology targets that have “a need for business optimization and high-return investment opportunities” since its October 2021 IPO.