ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
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one-half of one redeemable warrant |
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Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
☒ | Smaller Reporting Company | |||||
Emerging Growth Company |
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• | Part I – Item 1A. Risk Factors. |
• | Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
• | Part II – Item 8. Financial Statements and Supplementary Data. |
• | Part II – Item 9A. Controls and Procedures. |
• |
“we,” “us,” “our,” “company” or “our company” are to Tristar Acquisition I Corp., a Cayman Islands exempted company. |
• |
“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company adopted prior to the consummation of the initial public offering; |
• |
“anchor investors” are to certain qualified institutional buyers or institutional accredited investors, each of which is not affiliated with any member of our management team and each of which purchased up to 9.9% of the units (or up to 2,277,000 units) in the initial public offering; |
• |
“Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; |
• |
“forward purchase agreements” are to the forward purchase agreements providing for the sale of forward purchase shares by us to the forward purchase investors in a private placement that will close immediately prior to the closing of our initial business combination; |
• |
“forward purchase investors” are to certain institutional investors, each of which will enter into a forward purchase agreement; |
• |
“forward purchase shares” are to the Class A ordinary shares purchased pursuant to the forward purchase agreements; |
• |
“founder shares” are to our Class B ordinary shares initially purchased by our Sponsor in a private placement prior to the initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; |
• |
“initial shareholders” are to holders of our founder shares prior to the initial public offering (other than the anchor investors); |
• |
“management” or our “management team” are to our executive officers and directors; |
• |
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• |
“private placement warrants” are to the warrants issued to our Sponsor in a private placement simultaneously with the closing of the initial public offering and upon conversion of working capital loans, if any; |
• |
“public shares” are to our Class A ordinary shares sold as part of the units in the initial public offering (whether they are purchased in the initial public offering or thereafter in the open market); |
• |
“public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• |
“representative” or “Wells Fargo Securities” are to Wells Fargo Securities, LLC, the representative of the underwriters of the initial public offering; |
• |
“SEC” are to the U.S. Securities and Exchange Commission; and |
• |
“Sponsor” are to Tristar Holdings I LLC, a Cayman Islands limited liability company. |
• | our ability to consummate an initial business combination; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following the initial public offering. |
• | our being a company with no operating history and no revenues; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses, including the location and industry of such target businesses; |
• | our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the availability to us of funds from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance following the initial public offering; |
• | risks and uncertainties related to the telecommunications, technology and other industries we may target for our initial business combination; or |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report. |
• | Significant investment opportunities provided by high fragmentation; |
• | Growing network and bandwidth demands in mobile data usage since smartphones have entered the market; |
• | Significant backlog of investment capital needed to expand network capacity; |
• | Urgent need for network optimization to service growing demands; and |
• | Antiquated network architecture which needs updating for 5G and beyond. |
1. | Management and Operating Experience: Our management team has extensive experience helping businesses increase revenue and margins, reduce costs, navigate complex regulatory environments, execute strategic growth plans, evaluate acquisitions and raise capital. Our team has 50 years of combined management experience. Our team (and Board of Directors’) experience includes long and distinguished careers in a variety of leadership roles at some of the most reputable companies in the world. These companies include AT&T Wireless, Tritel, Inc., Parkway Properties, Inc., Sanderson Farms, Nova Towers, Intellicom Wireless Management, Cal-Maine Foods, and Sequential Technology International. |
2. | Professional Network: We believe our network provides us with a distinct advantage. Our network is comprised of former colleagues and contacts across our vast professional experience. |
3. | Capital Markets and Mergers and Acquisition Expertise: Our management team has held executive positions at public companies, guiding them through strategic transactions, and has significant experience developing public market investor communications and raising debt and equity capital in both public and private markets. Mr. Mounger, our CEO, founded Tritel, Inc. and was CEO during that company’s successful IPO in 1999. Tritel raised public equity, which put Tritel valuation at $2.26 billion. In 2002, shortly after the IPO and while Mr. Mounger remained CEO, Tritel merged with TeleCorp PCS and later was acquired by AT&T Wireless in an all-stock transaction at an enterprise value of $5.3 billion. Mr. Dawson, our CFO, facilitated eight strategic acquisitions during his 13 year tenure at Cal-Maine Foods (NASDAQ: CALM). Prior to his time at Cal-Maine Foods, Mr. Dawson successfully lead the IPO of Mississippi Chemical Corporation also serving as the Senior Vice President and CFO. Additionally, Mr. Dawson has conducted leveraged lease, project finance deals, and has led a public bond offering during his time as Mississippi Chemical Corporation. |
4. | Navigation Relationship: Our relationship with Navigation Capital, its SPAC Operations Group and operating experience and financial wherewithal will provide synergies of a larger organization to our process. Core assets of this platform include coordinated processes and resources, including deep industry knowledge from its professionals, a focus on talent management, a network of senior advisors and adherence to a code of values. We believe Navigation Capital’s access and knowledge of acquisition targets provide yet another competitive advantage. |
• | has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability; |
• | is a significant player in the telecommunications and technology industries; |
• | provides a platform for add-on acquisitions, which we believe will be an opportunity for our management team to deliver incremental shareholder value post-acquisition; |
• | has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors; |
• | is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance; |
• | is a fundamentally sound company that is underperforming its potential; |
• | exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; |
• | will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and |
• | can benefit from being publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial shareholder (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or in the consideration to be paid in the transaction and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | The timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | The expected cost of holding a shareholder vote; |
• | The risk that the shareholders would fail to approve the proposed business combination; |
• | Other time and budget constraints of the company; and |
• | Additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | an inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources; |
• | an inability to manage rapid change, increasing consumer expectations and growth; |
• | an inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty; |
• | a reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively; |
• | an inability to deal with our subscribers’ or customers’ privacy concerns; |
• | an inability to license or enforce intellectual property rights on which our business may depend; |
• | any significant disruption in our computer systems or those of third parties that we would utilize in our operations; |
• | an inability by us, or a refusal by third parties, to license intellectual property to us upon acceptable terms; |
• | potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute; |
• | competition for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior; |
• | disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber- attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events; |
• | an inability to obtain necessary hardware, software and operational support; and |
• | reliance on third-party vendors or service providers |
• | may significantly dilute the equity interest of investors; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• |
we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE; |
• |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• |
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• |
costs and difficulties inherent in managing cross-border business operations; |
• |
rules and regulations regarding currency redemption; |
• |
complex corporate withholding taxes on individuals; |
• |
laws governing the manner in which future business combinations may be effected; |
• |
exchange listing and/or delisting requirements; |
• |
tariffs and trade barriers; |
• |
regulations related to customs and import/export matters; |
• |
local or regional economic policies and market conditions; |
• |
unexpected changes in regulatory requirements; |
• |
longer payment cycles; |
• |
tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• |
currency fluctuations and exchange controls; |
• |
rates of inflation; |
• |
challenges in collecting accounts receivable; |
• |
cultural and language differences; |
• |
employment regulations; |
• |
underdeveloped or unpredictable legal or regulatory systems; |
• |
corruption; |
• |
protection of intellectual property; |
• |
social unrest, crime, strikes, riots and civil disturbances; |
• |
epidemics and pandemics; |
• |
regime changes and political upheaval; |
• |
terrorist attacks, natural disasters and wars; and |
• |
deterioration of political relations with the United States. |
• |
may significantly dilute the equity interest of investors; |
• |
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• |
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• |
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• |
may not result in adjustment to the exercise price of our warrants. |
• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• |
our inability to pay dividends on our Class A ordinary shares; |
• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• |
staffing for financial, accounting and external reporting areas, including segregation of duties; |
• |
reconciliation of accounts; |
• |
proper recording of expenses and liabilities in the period to which they relate; |
• |
evidence of internal review and approval of accounting transactions; |
• |
documentation of processes, assumptions and conclusions underlying significant estimates; and |
• |
documentation of accounting policies and procedures. |
Page |
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Audited Financial Statements of Tristar Acquisition I Corp. |
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F- |
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F- |
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F- |
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F- |
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F- |
ASSETS |
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CURRENT ASSETS: |
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Cash |
$ | |||
Prepaid expenses |
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Total current assets |
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Prepaid expenses, net of current portion |
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Marketable securities held in Trust Account |
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TOTAL ASSETS |
$ | |
||
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
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CURRENT LIABILITIES: |
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Accounts payable |
$ | |||
Accrued expenses |
||||
Total current liabilities |
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LONG TERM LIABILITIES: |
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Derivative warrant liabilities |
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Deferred underwriting fee payable |
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Total long term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 5) |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ deficit: |
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Preferred shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total shareholders’ deficit |
( |
) | ||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT |
$ | |||
For the period from March 5, 2021 (inception) through December 31, 2021 |
||||
General and administrative expenses |
$ | ( |
) | |
|
|
|||
Loss from operations |
( |
) | ||
|
|
|||
Other income |
||||
Interest income |
||||
Change in fair value of warrant liability |
||||
|
|
|||
Total other income |
||||
|
|
|||
Net income |
$ | |||
|
|
|||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption |
||||
|
|
|||
Basic and diluted net income per share, Class A ordinary shares subject to redemption |
$ | |||
|
|
|||
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
||||
|
|
|||
Basic and diluted net income per share, Class B ordinary shares |
$ | |||
|
|
Ordinary Shares |
Additional Paid-in Capital |
Total Shareholders’ Deficit |
||||||||||||||||||||||||||
Class A |
Class B |
Accumulated Deficit |
||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—March 5, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Excess cash received over fair value of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||
Founder share anchor investor contribution |
— | — | — | — | — | |||||||||||||||||||||||
Accretion of Class A ordinary share subject to redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance—December 31, 2021 |
$ | |
$ | |
$ | $ | ( |
) | $ | ( |
) | |||||||||||||||||
For the period from March 5, 2021 (inception) through December 31, 2021 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||
Net income |
$ | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Change in derivative warrant liabilities |
( |
) | ||
Interest income earned on investment held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash deposited into Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from sale of Units in Public Offering |
||||
Proceeds from sale of Private Placement Warrants |
||||
Proceeds from promissory note—related party |
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Payment of promissory note—related party |
( |
) | ||
Proceeds from issuance of Class B ordinary shares to Sponsor |
||||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
NET INCREASE IN CASH |
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CASH BEGINNING OF PERIOD |
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|
|
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CASH END OF PERIOD |
$ | |||
|
|
|||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: |
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Deferred underwriting commission charged to Class A ordinary shares subject to redemption |
$ | |||
|
|
|||
Initial classification of Class A ordinary shares subject to redemption |
$ | |||
|
|
|
|
|
Offering costs included in accrued expenses |
$ | |||
|
|
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||||||
Balance Sheet |
||||||||||||||||
Liabilities and shareholders’ equity |
||||||||||||||||
Accounts payable |
$ |
$ |
$ |
|||||||||||||
Accrued expenses |
(1 |
) |
||||||||||||||
Total current liabilities |
||||||||||||||||
Total liabilities |
||||||||||||||||
Class A ordinary shares |
||||||||||||||||
Shareholders’ equity |
||||||||||||||||
Preferred shares, $ |
||||||||||||||||
Class A ordinary shares, $ |
||||||||||||||||
Class B ordinary shares, $ |
||||||||||||||||
Additional paid-in-capital |
||||||||||||||||
Accumulated deficit |
( |
) |
( |
) |
(1 |
) |
( |
) | ||||||||
Total shareholders’ equity |
( |
) |
( |
) |
( |
) | ||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||||||||
(1) |
To record the unrecorded New York Stock Exchange listing fee liability. |
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||||||
Statement of Operations |
||||||||||||||||
General and administrative expenses |
$ |
( |
) |
$ |
( |
) |
(1 |
) |
$ |
( |
) | |||||
Total other income |
||||||||||||||||
Net income |
( |
) |
||||||||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption |
||||||||||||||||
Basic and diluted net income per share, Class A ordinary shares subject to redemption |
$ |
$ |
( |
) |
||||||||||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
||||||||||||||||
Basic and diluted net income per share, Class B ordinary shares |
$ |
$ |
( |
) |
(1) |
To record the unrecorded New York Stock Exchange listing fee liability. |
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||||||
Statement of changes in Shareholders’ Deficit |
||||||||||||||||
Accretion of Class A ordinary share subject to |
||||||||||||||||
Redemption |
$ |
( |
) |
( |
) |
(1 |
) |
$ |
( |
) | ||||||
Net income |
( |
) |
(1 |
) |
||||||||||||
Total accumulated deficit |
( |
) |
( |
) |
(1 |
) |
( |
) | ||||||||
Total shareholders’ deficit |
( |
) |
( |
) |
(1 |
) |
( |
) |
(1) |
To record the unrecorded New York Stock Exchange listing fee liability. |
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||||||
Statement of Cash Flows |
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Net income |
||||||||||||||||
Net income |
$ |
$ |
( |
) |
(1 |
) |
$ |
|||||||||
Accrued expenses |
$ |
$ |
(1 |
) |
$ |
|||||||||||
Offering costs included in accrued expenses |
$ |
$ |
$ |
(1) |
To record the unrecorded New York Stock Exchange listing fee liability. |
For the period from March 5, 2021 (inception) to December 31, 2021 |
||||
Ordinary shares subject to possible redemption |
||||
Numerator: Earnings allocable to Redeemable Class A Common Stock |
||||
Net income allocable to Class A ordinary shares subject to possible redemption |
$ | |||
Denominator: Redeemable Class A ordinary shares, |
||||
Basic and diluted weighted average shares outstanding |
||||
Basic and diluted net income per share, Redeemable Class A ordinary share |
$ | |||
Non-redeemable ordinary shares |
||||
Numerator: Net income allocable to Class B ordinary shares not subject to redemption |
||||
Net income allocable to Class B ordinary shares not subject to redemption |
$ | |||
Denominator: Weighted Average non-redeemable Class B ordinary shares |
||||
Basic and diluted weighted average shares outstanding |
||||
Basic and diluted net income per share |
$ | |||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ for split-up of ordinary shares, share dividends, reorganizations, recapitalizations and the like) for any the period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
As of December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Marketable Securities held in Trust Account |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
$ |
$ |
$ |
$ |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities: |
||||||||||||||||
Warrant liability – Public Warrants |
$ |
$ |
$ |
$ |
||||||||||||
Warrant liability—Private Placement Warrants |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
$ |
$ |
$ |
$ |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
||||
Stock price |
$ | |||
Exercise price |
$ | |||
Dividend yield |
% | |||
Expected term (in years) |
||||
Volatility |
% | |||
Risk-free rate |
% | |||
Fair value |
$ |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value at March 5, 2021 (inception) |
$ | $ | $ | |||||||||
Initial measurement at November 3, 2021 |
||||||||||||
Change in fair value of Private Warrants |
( |
) | ( |
) | ||||||||
Transfer to Level 1 |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Fair value at December 31, 2021 |
$ | $ | $ | |||||||||
|
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|
|
|
|
• | staffing for financial, accounting and external reporting areas, including segregation of duties; |
• | reconciliation of accounts; |
• | proper recording of expenses and liabilities in the period to which they relate; |
• | evidence of internal review and approval of accounting transactions; |
• | documentation of processes, assumptions and conclusions underlying significant estimates; and |
• | documentation of accounting policies and procedures. |
Name |
Age |
Position | ||
William M. Mounger II | 65 |
Chief Executive Officer and Chairman of the Board | ||
Cathy Martine-Dolecki | 63 | Chief Operating Officer and Director | ||
Timothy Dawson | 68 |
Chief Financial Officer | ||
Robert Willis | 52 | Director | ||
Greg Boyd | 56 |
Director | ||
David Jones | 64 |
Director | ||
David Barksdale | 45 | Director | ||
Alex Parker | 51 | Director | ||
Steven Rogers | 67 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving on an annual basis the compensation of all of our other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board of Directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the Board of Directors |
• | developing, recommending to the Board of Directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the Board of Directors its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
William Mounger II | Delta Industries, Inc. Tristar Technologies Tristar License Group, LLC Tstar 600, LLC Widespread Wireless, LLC |
Concrete Telecommunications |
Chairman Chairman and Chief Executive Officer Manager Manager | |||
Robert Willis | Navigation Capital Partners L.P. | Investment | Managing partner | |||
Greg Boyd | Intellicom Wireless Management, Inc. | IT services | Chief Executive Officer |
David Jones | Humana Inc. | Healthcare | Director | |||
Humana Foundation, Inc. | Nonprofit organization for healthcare | Director | ||||
CE&S Foundation | Nonprofit organization for education | Director | ||||
Votive Health | Network Manager | Director | ||||
New Life Solution, Inc. (meQuilibrium) | Digital coaching services | Director | ||||
Confluent Health | Physical therapy services | Director | ||||
Chrysalis Ventures | Venture capital | Chairman | ||||
David Barksdale | Alluvian Capital, LLC | Investment | Principal | |||
Sanderson Farms, Incorporated | Poultry producer | Director | ||||
The Idea Village | Nonprofit organization supporting regional startups | Chairman of the board | ||||
The Greater New Orleans Foundation | Philanthropic nonprofit organization | Vice Chairman of the board | ||||
Alex Parker | Sequential Technology International LLC | Technology consulting | Chief Executive Officer | |||
Steven Rogers | Cedar Realty Trust, Inc. | Real estate investment | Independent director | |||
RREEF America REIT II, Inc. | Chairman of the board | |||||
Net Lease Alliance, LLC | Chairman of the board | |||||
First Commercial Bank, N.A. | Finance | Director |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our Sponsor subscribed for founder shares prior to the date of the initial public offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of the initial public offering. |
• | Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Sponsor, officers and directors may Sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
Class B Ordinary Shares |
Class A Ordinary Shares |
|||||||||||||||||||
Name of Beneficial Owner(1) |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
Tristar Holdings I LLC (our Sponsor) |
3,631,667 | (3) | 63.16% | — | — | 15.79% | ||||||||||||||
William M. Mounger (4) |
— | — | — | — | ||||||||||||||||
Cathy Martine-Dolecki (5) |
25,000 | 0.4% | — | — | 0.1% | |||||||||||||||
Timothy Dawson (5) |
25,000 | 0.4% | — | — | 0.1% | |||||||||||||||
Robert Willis (6) |
25,000 | 0.4% | — | — | 0.1% | |||||||||||||||
Greg Boyd (7) |
25,000 | 0.4% | — | — | 0.1% | |||||||||||||||
David Jones (7) |
25,000 | 0.4% | — | — | 0.1% | |||||||||||||||
David Barksdale (7) |
25,000 | 0.4% | — | — | 0.1% | |||||||||||||||
Alex Parker (7) |
25,000 | 0.4% | — | — | 0.1% | |||||||||||||||
Steven Rogers (7) |
25,000 | 0.4% | — | — | 0.1% | |||||||||||||||
All officers and directors as a group (9 individuals)(4) (8) |
50,000 | 0.8% | — | — | 0.2% | |||||||||||||||
Radcliffe Management LP |
162,500 | 2.8% | 1,079,023 | 6.26 | % | 5.4% | ||||||||||||||
Polar Asset Management Partners |
162,500 | 2.8% | 1,687,500 | 9.8 | % | 8.0% | ||||||||||||||
Spring Creek LLC |
162,500 | 2.8% | 1,687,500 | 9.8 | % | 8.0% | ||||||||||||||
Magnetar Financial LLC (9) |
162,500 | 2.8% | 1,687,500 | 9.8 | % | 8.0% | ||||||||||||||
Highbridge Capital Management, LLC (9) |
162,500 | 2.8% | 888,725 | 4.6% | ||||||||||||||||
Shawn Kimel Investments, Inc. |
— | — | 780,331 | 5.15 | % | 3.4% | ||||||||||||||
LMR Master Fund Ltd. |
67,500 | 1.2% | 907,500 | 5.26 | % | 4.2% | ||||||||||||||
DE Shaw Valence Portfolios LC |
162,500 | 2.8% | 1,695,000 | 9.8 | % | 8.1% | ||||||||||||||
Cable One Inc. |
333,333 | 5.8% | 1,646,667 | 9.6 | % | 8.6% | ||||||||||||||
The K2 Principal Fund LP |
162,500 | 2.8% | 1,687,500 | 9.8 | % | 8.0% |
(1) | Unless otherwise noted, the business address of each of our shareholders is 2780 Peachtree Road, NW Suite 509, Atlanta, Georgia 30305. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” |
(3) | The shares reported above are held in the name of our Sponsor. Our Sponsor is 70% owned by SPAC Opportunity Partners Investment Sub, LLC. Mr. Mounger controls the entity which is the managing member and only other member of our Sponsor and, accordingly, Mr. Mounger has voting power over all these shares held in the name of our Sponsor. However, Mr. Mounger disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest in such shares. |
(4) | Mr. Mounger does not own any shares directly. However, Mr. Mounger has a pecuniary interest in our shares through his ownership interest in an entity which is the managing member of our Sponsor. Such entity owns a 30% membership interest in our Sponsor. Mr. Mounger is the managing member of such entity and, accordingly, has voting power over the shares held in the name of our Sponsor. However, Mr. Mounger disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest in such shares. |
(5) | Each of these individuals also has a pecuniary interest in our shares through their ownership interest in an entity which is the managing member of our Sponsor. Such entity owns a 30% membership interest in our Sponsor. Neither of these individuals has voting or dispositive control of the shares held in the name of our Sponsor. Accordingly, each of them disclaims beneficial ownership of all such shares held in the name of our Sponsor except to the extent of their respective pecuniary interests in such shares. |
(6) | Mr. Willis is a member of Navigation Capital which, through an affiliate, is a non-managing member of our Sponsor with a 70% membership interest in our Sponsor. Since neither Mr. Willis nor Navigation Capital or its affiliate is a managing member of our Sponsor, Mr. Willis disclaims beneficial ownership of all shares held in the name of our Sponsor except to the extent of his pecuniary interest in such shares. |
(7) | In addition to the shares that each of these individuals owns directly, each of them has a pecuniary interest in our shares through their ownership interest in an entity which is the managing member of our Sponsor. Such entity owns a 30% membership interest in our Sponsor. None of these individuals has voting or dispositive control of the shares held in the name of our Sponsor. Accordingly, each of them disclaims beneficial ownership of all such shares except to the extent of their respective pecuniary interests in such shares. |
(8) | Excludes shares owned in the name of our Sponsor for which such individuals disclaim beneficial ownership except to the extent of their pecuniary interest therein by virtue of their ownership interest in an entity which is the managing member of our Sponsor. |
(9) | These entities hold the listed shares through a number of affiliated entities. |
(1) | Financial Statements |
(2) | Financial Statements Schedules: |
(3) | Exhibits |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 18, 2021. |
(2) | Incorporated by reference to the Company’s S-1/A, filed on September 29, 2021. |
(3) | Incorporated by reference to the Company’s S-1/A, filed on June 21, 2021. |
TRISTAR ACQUISITION I CORP. | ||
By: | /s/ William M. Mounger II | |
Name: William M. Mounger II | ||
Title: Chief Executive Officer and Chairman of the Board | ||
Dated: August 19, 2022 |
Signature |
Title |
Date | ||
/s/ William M. Mounger II William M. Mounger II |
Chief Executive Officer and Chairman (Principal Executive Officer) |
August 19, 2022 | ||
* Timothy Dawson |
Chief Financial Officer (Principal Financial Officer) |
August 19, 2022 | ||
* Cathy Martine Dolecki |
Chief Operating Officer and Director |
August 19, 2022 | ||
* Robert Willis |
Director |
August 19, 2022 | ||
* Greg Boyd |
Director |
August 19, 2022 | ||
* David Jones |
Director |
August 19, 2022 | ||
* David Barksdale |
Director |
August 19, 2022 | ||
* Alex Parker |
Director |
August 19, 2022 | ||
* Steven Rogers |
Director |
August 19, 2022 | ||
*By: /s/ William M. Mounger II William M. Mounger II, as attorney-in-fact |