Tristar Acquisition I DEFM14AProxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Check the appropriate box:

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

TRISTAR ACQUISITION I CORP.

AND

PROSPECTUS FOR ORDINARY SHARES,

WARRANTS, AND

SHARES UNDERLYING WARRANTS

OF

HELPORT AI LIMITED.

The board of directors of Tristar Acquisition I Corp. (“Tristar”), a Cayman Islands exempted company (“Tristar”), has unanimously approved that certain Business Combination Agreement, dated as of November 12, 2023 (as amended by the First Amendment to the Business Combination Agreement, dated December 18, 2023, and as may be further amended, the “Business Combination Agreement”), with  Helport AI Limited, a British Virgin Islands business company (“Pubco”), Merger I Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (the “First Merger Sub”), Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”), Helport Limited, a British Virgin Islands business company (“Helport” or the “Company”), Navy Sail International Limited, a British Virgin Islands company, in the capacity as the representative from and after the Effective Time for the shareholders of Tristar (other than the Company Shareholders as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of the Business Combination Agreement (“Purchaser Representative”) and Extra Technology Limited, a British Virgin Islands business company, in the capacity as the representative from and after the Effective Time for the Company Shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of the Business Combination Agreement (“Seller Representative”). Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, one (1) business day prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) (the date and time at which the Closing is actually held being the “Closing Date”), (a) the First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Company being converted into the right to receive securities of Pubco; and (b) one (1) business day following the First Merger, the Second Merger Sub will merge with and into Tristar (the “Second Merger”, and together with the First Merger, the “Mergers”), with Tristar surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Tristar being converted into the right to receive securities of Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions” or the “Business Combination”).  all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the BVI Business Companies Act (the “BVI Act”) and the Companies Act (as revised) of the Cayman Islands (the “Cayman Companies Act”).

Aggregate Merger Consideration

Under the Business Combination Agreement, as amended, the Aggregate Merger Consideration Amount to be paid to the shareholders of the Company is $335,000,000, subject to net debt and working capital adjustments, and will be paid entirely in newly issued ordinary shares of Pubco, with each share valued at the Per Share Price.

On the Closing Day and immediately prior to the effective time of the First Merger (the “First Merger Effective Time”), each of the preferred shares of the Company (the “Company Preferred Shares”), if any, that is issued and outstanding immediately prior to the First Merger Effective Time shall be canceled in exchange for the right to receive a number of ordinary shares of the Company (“Company Ordinary Shares”) at the then effective conversion rate (the “Conversion”). As a result of the Mergers, (a) each ordinary share of the Company that is issued and outstanding immediately prior to the First Merger Effective Time and after the Conversion shall be cancelled and converted into the right to receive 100% of such number of Pubco Ordinary Shares equal to the Exchange Ratio; (b) each of the convertible securities of the Company, to the extent then outstanding and unexercised immediately prior to the First Merger Effective Time, shall be cancelled, retired and terminated; (c) each ordinary share of Tristar that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive one Pubco ordinary share; and (d) each outstanding Purchaser Public Warrant and Purchaser Private Warrant shall be converted into one Pubco Public Warrant or one Pubco Private Warrant, respectively.

It is anticipated that upon completion of the Business Combination, the Tristar public shareholders would own an interest of approximately 23.08% in Pubco, the Sponsor will own an interest of approximately 12.51% in Pubco, the PIPE investors will own an interest of approximately 3.02% in Pubco, the Holders of Helport Convertible Promissory Notes would own an interest of approximately 0.99%  in Pubco, and shareholders of Helport Ltd (the “Helport shareholders”) will own an interest of approximately 60.40% in Pubco, assuming none of the Tristar shareholders exercise their redemption rights in connection with the Meeting (as defined below). If the actual facts are different from the assumptions set forth above (which they are likely to be), the percentage ownership set forth above will be different.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting in lieu of an annual general meeting of shareholders of Tristar scheduled to be held on August 1, 2024 (the “Meeting”).

Tristar Units, Public Shares and Public Warrants are currently listed on The New York Stock Exchange under the symbols “TRIS.U,” “TRIS,” and “TRIS.W,” respectively. Tristar’s units commenced separately trading on The New York Stock Exchange on December 2, 2021. Pubco intends to apply for listing, to be effective at the time of the Business Combination, of the Pubco Ordinary Shares as well as the Pubco Warrants issued in exchange for Tristar’s Ordinary and Public Warrants on The Nasdaq Capital Market under the symbols “HPAI” and “HPAIW” respectively. Pubco will not have units traded following consummation of the Business Combination.

Each of Tristar and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Meeting. Tristar encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” on page 60 of this proxy statement/prospectus.

Pubco is, and will be after the consummation of the Business Combination, considered a “foreign private issuer” under the Exchange Act and therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about Tristar. See “Risk Factors — As a “foreign private issuer” under the rules and regulations of the SEC, Pubco is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.”

In addition, as a “foreign private issuer,” Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements of Pubco that it does follow, Pubco cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of Nasdaq, Pubco is not required, under the corporate governance practice and requirements in the British Virgin Islands, to have its board consist of a majority of independent directors, nor is Pubco required to have a compensation committee, a nominating or a corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such British Virgin Islands home country practices may afford less protection to holders of Pubco Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Description of Pubco Securities — Comparison of Corporate Governance and Shareholder Rights.”

Pubco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated July 8, 2024, and is first being mailed to Tristar security holders on or about July 12, 2024.

TRISTAR ACQUISITION I CORP.

2 Burlington Woods Drive

Suite 100

Burlington, MA 01803

(781) 640-4446

NOTICE OF EXTRAORDINARY GENERAL MEETING  IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 1, 2024

TO THE SHAREHOLDERS OF TRISTAR:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Meeting”) of Tristar Acquisition I Corp, a Cayman Islands exempted company (“Tristar”), will be held at 8:00 a.m. Eastern Time, on August 1, 2024, at the office of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105. You can participate in the Meeting and vote your shares electronically via live webcast by visiting https://www.cstproxy.com/tristaracq/2024 with the password of 0560783# and entering the voter control number included on your proxy card. You will not be required to attend the Meeting in person in order to vote, and Tristar encourages virtual participation. You are cordially invited to attend the Meeting via the live webcast noted above, which will be held for the purposes of considering and voting upon, and if thought fit, passing and approving the following resolutions:

These foregoing items of business (the “Proposals”) are described in the accompanying proxy statement/prospectus, which Tristar encourages you to read in its entirety before voting. Only holders of record of Tristar Ordinary Shares at the close of business on July 11, 2024 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.

After careful consideration, Tristar Board has determined that the Business Combination Proposal, the Merger Proposal, the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Advisory Proposals, the Director Election Proposal, the Share Issuance Proposal and the Adjournment Proposal are fair to and in the best interests of Tristar and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Memorandum and Articles Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, “FOR” the Share Issuance Proposal and, if presented at the Meeting “FOR” the Adjournment Proposal.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. If the Business Combination Proposal is not approved by Tristar’s shareholders, the Business Combination will not be consummated.

Additionally, the Business Combination Proposal is conditioned on the approval of the Merger Proposal, the Memorandum and Articles Proposal, the Merger Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Share Issuance Proposal (collectively, the “Condition Precedent Proposals”). Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which Tristar encourages you to read carefully and in its entirety before voting. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

The votes on the Organizational Documents Advisory Proposals are not required by Cayman Islands laws and are instead being submitted to Tristar’s shareholders pursuant to SEC guidance. These votes will be advisory and non-binding and are intended to provide the Tristar shareholders with an opportunity to present their separate views on important governance provisions that are intended to be adopted by Pubco upon the consummation of the Business Combination. The Organizational Documents Advisory Proposals are conditioned upon the approval of the Memorandum and Articles Proposal.

The Initial Shareholders and Current Insiders have agreed to vote their Founder Shares in favor of the Business Combination Proposal and has also indicated that they intend to vote their Founder Shares in favor of all other proposals being presented at the Meeting. As of July 8, 2024, the Initial Shareholders and the Current Insiders held 5,750,000 Tristar Class B Ordinary Shares issued and outstanding, which constitute approximately 35.1% of the total issued and outstanding Tristar Ordinary Shares.

All Tristar shareholders as of the Record Date are cordially invited to attend the Meeting. To ensure your representation at the Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of Tristar Ordinary Shares, you may also cast your vote via Internet or telephone. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

A complete list of Tristar shareholders of record entitled to vote at the Meeting will be available for ten (10) days before the Meeting at the principal executive offices of Tristar for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. Tristar looks forward to your continued support.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.    TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT TRISTAR REDEEM YOUR SHARES NO LATER THAN 5:00 P.M. EASTERN TIME ON JULY 30, 2024 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS) BY (A) DELIVERING A REDEMPTION NOTICE TO TRISTAR’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO TRISTAR’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD THE SHARES IN “STREET NAME”, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF TRISTAR SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important business and financial information about Tristar and Helport from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing, by e-mail or by telephone at the appropriate address below:

Tristar Acquisition I Corp.

2 Burlington Woods Drive, Suite 100

Burlington, MA 01803

Attention: Xiaoma (Sherman) Lu

Tel: (781) 640-4446

Email: sherman@estonecapital.com

or

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Attn: Karen Smith

Toll Free: (877) 870-8565

Collect: (206) 870-8565

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than July 29, 2024, 72 hours before the date of the Meeting.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco (File No. 333-276940), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco Ordinary Shares, Pubco Warrants and Pubco Ordinary Shares underlying Pubco Warrants, to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting in lieu of an annual general meeting of shareholders of Tristar at which Tristar shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, the Merger Proposal, the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Advisory Proposals, the Director Election Proposal, the Share Issuance Proposal and if necessary, the Adjournment Proposal.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Helport relies on and refers to industry data, information and statistics regarding the markets in which it competes from publicly available information, industry and general publications and research and studies conducted by third parties. Such information appears under the section of this proxy statement/prospectus entitled “Business of Helport.” Helport has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. Helport assumes liability for the accuracy and completeness of such information to the extent included in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Pubco, Helport, and Tristar and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ^®, ^TM and ^SM symbols, but Pubco, Helport, and Tristar will assert, to the fullest extent under applicable law, their respective rights to these trademarks, trade names and service marks.

DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “Helport” refers to Helport Limited, a British Virgin Islands business company, and the term “Tristar” refers to Tristar Acquisition I Corp., a Cayman Islands exempted company. “Pubco” refers to Helport AI Limited, a British Virgin Islands business company. For further information on the structure of Helport, please see “Summary of the Proxy Statement/Prospectus — Post-Business Combination Corporate Structure.”

In this document:

“$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar.

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if necessary, at the determination of the Tristar Board.

“AI” means artificial intelligence.

“Aggregate Merger Consideration Amount” means (a) Three Hundred and Thirty-Five Million U.S. Dollars ($335,000,000) minus (b) the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital (but not less than zero) minus (b) if Closing Net Debt is a positive number, the amount of Closing Net Debt, plus (c) if Closing Net Debt is a negative number, the absolute value of the amount of Closing Net Debt, minus (d) the amount of any unpaid Transaction Expenses”).

“Ancillary Documents” means each agreement, instrument or document attached to the Business Combination Agreement as an exhibit or to be executed or delivered by any of the parties to the Business Combination Agreement in connection with or pursuant to the Business Combination Agreement, including without limitation, the Lock-Up Agreements, the Shareholder Support Agreement, Insider Letter Amendment, the Non-Competition and Non-Solicitation Agreement, Assignment, Assumption and Amendment to Warrant Agreement and First Amendment to Registration Rights Agreement.

“anchor investors” means certain qualified institutional buyers or institutional accredited investors, each of which is not affiliated with any member of our first management team, each of which purchased up to 9.9% of the units (or up to 2,277,000 units), and each of which also purchased or currently still hold certain Founder Shares in connection with Tristar’s Initial Public Offering.

“BPO” means business process outstanding.

“Broker non-vote” means the failure of a Tristar shareholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 12, 2023, as amended by the First Amendment to the Business Combination Agreement and as may be further amended, by and among Tristar, Pubco, First Merger Sub, Second Merger Sub, Helport, Purchaser Representative and Seller Representative, a copy of which is attached hereto as Annex A.

“Business Combination” or “Transactions” means, collectively, the transactions contemplated by the Business Combination Agreement, including the First Merger and the Second Merger.

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Transactions.

“BVI” means British Virgin Islands.

“BVI Companies Act” means the BVI Business Companies Act (as amended).

“Cayman Plan of Merger” means the Cayman Islands law governed plan of merger required to be filed with the Registrar of Companies of the Cayman Islands for the purposes of, and in order to give effect to, the Second Merger, in the form attached to this proxy statement/prospectus as Annex C.

“Closing” means the closing of the Transactions.

“Closing Net Debt” means, as of the Reference Time, (i) the aggregate Indebtedness of the Target Companies, less (ii) the Closing Company Cash, in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (as Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced.

“Company Merger Shares” means a number of Pubco ordinary shares equal to the quotient determined by dividing (a) the Aggregate Merger Consideration Amount by (b) the Per Share Price.

“Condition Precedent Proposals” means the Merger Proposal, the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Share Issuance Proposal.

“Contact center seats” or “Seats” means the number of workstations or positions available within a contact center where customer service representatives or agents interact with customers through various communication channels like phone calls, emails, live chat, or social media platforms, a metric which indicates the capacity or scale of a contact center in terms of the simultaneous interactions it can handle or the number of customer service representatives it can accommodate at any given time to address customer inquiries, provide support, or handle incoming communication channels.

“Current Insiders” means the Sponsor and the current directors and officers and its affiliates to Tristar, who became parties to that certain Original Insider Letter by signing a joinder in connection with the Sponsor Handover transaction.

“Director Election Proposal” means a proposal to approve the adoption by an Ordinary Resolution, to elect, effective at Closing, five directors to serve terms on Pubco’s board of directors until the 2024 annual meeting of shareholders or until their respective successors are duly elected and qualified.

“Effective Time” means the time at which the Second Merger becomes effective in accordance with the Companies Act, as described in the Business Combination Agreement.

“Equity Incentive Plan Proposal” means a proposal to approve the Incentive Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means(i) the Company Merger Shares as of the First Merger Effective Time divided by (ii) the aggregate number of, without duplication, Company Ordinary Shares that are (A) issued and outstanding, and (B) issuable directly or indirectly upon, or subject to, the conversion, exercise or settlement of any Company Preferred Shares and Company Convertible Securities.

“Existing Organizational Documents” means the amended and restated memorandum of Tristar, as amended, as in effect as of the date of this proxy statement/prospectus.

“First Merger” means the merger by the First Merger Sub with and into Helport, with Helport continuing as the surviving company.

“First Merger Sub” means Merger I Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco.

“First Amendment to the Business Combination Agreement” means the first amendment to the Business Combination Agreement, dated as of December 18, 2023, by and among Tristar, Pubco, First Merger Sub, Second Merger Sub, Helport, Purchaser Representative and Seller Representative, a copy of which is attached hereto as Annex A-1.

“Founder Shares” means 5,750,000 Class B Ordinary Shares of Tristar (and the Class A shares underlying such Class B ordinary Shares following conversion), which are currently outstanding and were issued to the Initial Shareholders and Current Insiders.

“Frost & Sullivan” means Frost & Sullivan Limited, an experienced consultant in the PRC and global AI Contact Integrated Solutions industry, who has been engaged by Helport as an independent consultant to provide an industry report (the “Frost & Sullivan Report”) for use in whole or in part for the purpose of preparing this proxy statement/prospectus.

“Gateway” means a piece of networking hardware or software used in telecommunications networks that allows data to flow from one discrete network to another.

“Helport” means Helport Limited, a British Virgin Islands business company.

“Helport Singapore” means Helport Pte. Ltd., an exempt private company limited by shares incorporated in Singapore.

“Helport Convertible Promissory Notes” means Helport’s 8.00% convertible unsecured notes due on December 31, 2024 issued to the Helport Convertible Noteholders on March 6, March 8, March 12, May 15, May 17, May 31, and June 20, 2024, respectively. 

“Helport Convertible Noteholders” means those certain heliport investors who each received a convertible note from Helport on March 6, March 8, March 12, May 15, May 17, May 31, and June 20, 2024, respectively.

“Incentive Plan” means Pubco 2024 Equity Incentive Plan, as may be amended from time to time.

“Initial Public Offering” or “IPO” means the initial public offering of Units of Tristar, which was consummated on October 18, 2021.

“Initial Shareholders” means all of Tristar’s shareholders immediately prior to its IPO, including the Prior Sponsor, officers and directors and certain anchor investors at the time of the IPO, which still hold Founder Shares and either executed that certain Original Insider Letter Agreement, dated October 13, 2021 or an investment agreement with the Prior Sponsor at the time of the IPO.

“Insider Letter Agreement” means the letter agreement, dated as of October 13, 2021, among Tristar, the Prior Sponsor, the executive officers and directors of Tristar at the time of IPO, and the Current Insiders, as amended.

“IPO Prospectus” means the final prospectus of Tristar, dated as of October 13, 2021, and filed with the SEC on October 14, 2021 (File No. 333-255009).

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

“Meeting” or “Extraordinary General Meeting” means the extraordinary general meeting in lieu of an annual general meeting of shareholders of Tristar, to be held on August 1, 2024 at 8:00 a.m. Eastern Time.

“Memorandum and Articles Proposal” means a proposal to approve the adoption by the sole member of Pubco prior to Closing, of the Proposed Pubco Memorandum and Articles, conditional on, and effective immediately prior to, the consummation of the Business Combination.

“Merger Proposal” means a proposal to approve the Second Merger and the Cayman Plan of Merger, and the transactions contemplated therein.

“Mergers” means, collectively, (a) the First Merger and (b) the Second Merger.

“Nasdaq” means The Nasdaq Capital Market.

“Net Working Capital” means, as of the Reference Time, (i) all current assets of the Target Companies (excluding, without duplication, Closing Company Cash), on a consolidated basis, minus (ii) all current liabilities of the Target Companies (excluding, without duplication, Indebtedness and unpaid Transaction Expenses), on a consolidated basis and as determined in accordance with the Accounting Principles; provided, that, for purposes of this definition, whether or not the following is consistent with the Accounting Principles, “current assets” will exclude any receivable from a Company Shareholder.

“NYSE” means The New York Stock Exchange.

“Share Issuance Proposal” means the proposal being presented to Tristar’s shareholders at the Meeting to approve, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of NYSE, the potential issuance more than 20% of the issued and outstanding of Pubco Ordinary Shares.

“Ordinary Resolution” means an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Tristar Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

“Organizational Documents” means the formation documents of any of the entities listed herein, including the Proposed Pubco Memorandum and Articles, as they may be amended.

“Organizational Documents Advisory Proposals” means the five separate proposals to approve, on an advisory and non-binding basis, certain governance provisions in the Proposed Pubco Memorandum and Articles.

“PIPE Investment” means the issuance and sale by Pubco of the PIPE Shares expected to occur concurrently with the consummation of the Business Combination.

“PIPE Investors” means the investors that respectively entered into the PIPE Subscription Agreement with Tristar and Helport on May 18, 2024, namely Qingdahonghe No. 8 (Xiamen) Investment Partnership, Ocean Holdings Management Pte. Ltd., and Ken Cheng.

“PIPE Shares” means up to 1,388,889 Pubco Ordinary Shares to be issued to the PIPE Investors upon consummation of the PIPE Investment in accordance with the PIPE Subscription Agreements.

“Prior Sponsor” means Tristar Holdings I LLC, a Delaware limited liability company.

“Per Share Price” means the Redemption Price.

“Private Placement Warrants” means the 7,345,000 private placement warrants that Tristar sold privately to the Prior Sponsor and/or its designees in a private placement offering simultaneously with the closing of the IPO, 4,961,250 of which were transferred to the Sponsor’s affiliates in connection with Sponsor Handover.

“Proposed Pubco Memorandum and Articles” means the amended and restated memorandum and articles of association of Pubco to be adopted immediately prior to consummation of the Business Combination.

“Proxy statement/prospectus” means the proxy statement/prospectus included in this Registration Statement on Form F-4 (Registration No. 333-276940) filed by Pubco with the SEC.

“Pubco” means Helport AI Limited, a British Virgin Islands business company.

“Pubco Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Pubco, along with any equity securities paid as dividends or distributions after the Closing with respect to such shares or into which such shares are exchanged or converted after the Closing.

“Pubco Private Warrant” means a warrant entitling the holder thereof to purchase one Pubco Ordinary Share at a purchase price of $11.50 per whole share.

“Pubco Public Warrant” means a warrant entitling the holder thereof to purchase one Pubco Ordinary Share at a purchase price of $11.50 per whole share.

“Pubco Securities” means the Pubco Ordinary Shares and the Pubco Warrants, collectively.

“Pubco Warrants” means the Pubco Private Warrants and Pubco Public Warrants, collectively.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means Tristar Class A Ordinary Shares issued as part of the Units sold in Tristar’s Initial Public Offering, including any over-allotment securities acquired by underwriters.

“Public Units” or “Units” means units issued in the IPO, each consisting of one Tristar Class A Ordinary Share, one-half (1/2) of one Public Warrant.

“Public Warrants” means the Warrants included in the Units sold in the Initial Public Offering, each whole Warrant being exercisable for one Tristar Class A Ordinary Share, in accordance with its terms.

“Record Date” means the date set by Tristar’s board of directors on which holders of Tristar Ordinary Shares are entitled to vote at the Extraordinary General Meeting.

“Redemption” means the right of the holders of Tristar Ordinary Shares to have their shares redeemed in accordance with the Existing Organizational Documents and the procedures set forth in this proxy statement/prospectus.

“Redemption Price” means an amount equal to the price at which each Tristar Ordinary Share is redeemed or converted pursuant to the Redemption (as equitably adjusted for share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like after the Closing).

“Reorganization” means the transactions contemplated by those certain agreements entered into by and among Helport Holdings Limited, certain minority shareholders of Helport, Helport, Helport Group Limited, Helport Singapore, and Helport AI, Inc, pursuant to the terms and conditions of the Reorganization Documents, whereby Helport became owned by Helport Holdings Limited and certain minority shareholders, and Helport acquired all the shares of Helport Group Limited, which acquired all the shares of Helport Singapore. The Reorganization was completed on December 22, 2023.

“Reorganization Documents” means all agreements, deeds, instruments or other documents executed, delivered and performed by and among Helport Holdings Limited, certain minority shareholders of Helport, Helport, HelportGroup Limited, Helport Singapore, and Helport AI, Inc, for the consummation of the Reorganization.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Sponsor Handover Sellers” means, collectively, the Prior Sponsor and all other holders of Class B Ordinary Shares on July 18, 2023.

“Target Net Working Capital Amount” means an amount equal to Twelve Million U.S. Dollars ($12,000,000).

“Special Resolution” means a special resolution under Cayman Islands law and as defined in the Companies Act, being a resolution passed by a majority of at least two-thirds of the votes which are cast by those holders of the issued and outstanding Tristar Ordinary Shares that, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

“Second Merger Sub” means Merger II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco.

“Sponsor” means Navy Sail International Limited, a British Virgin Islands company.

“Second Merger” means the merger of the Second Merger Sub with and into Tristar, with Tristar continuing as surviving company.

“Tristar” or “Purchaser” means Tristar Acquisition I Corp., a Cayman Islands exempted company.

“Tristar Class A Ordinary Shares” means Class A ordinary shares, par value $0.0001 per share, of Tristar.

“Tristar Class B Ordinary Shares” means Class B ordinary shares, par value $0.0001 per share, of Tristar.

“Tristar Ordinary Shares” means Tristar Class A Ordinary Shares and Tristar Class B Ordinary Shares.

“Tristar Preference Shares” means preference shares, par value $0.0001 per share, of Tristar.

“Tristar Securities” means collectively, the Tristar Units, the Tristar Ordinary Shares, the Tristar Preference Shares, and the Tristar Warrants.

“Tristar Units” means the Public Units of Tristar.

“Tristar Warrants” means the Private Warrants and Public Warrants, each exercisable for one Tristar Class A Ordinary Share, each whole Tristar Warrant exercisable for $11.50 per Tristar Ordinary Share.

“Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants.

“Underwriting Agreement” means the Underwriting Agreement dated as of October 13, 2021, by and between Tristar, Wells Fargo and Loop Capital Markets LLC as representatives of the underwriters named therein.

“U.S.” means the United States of America.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

“Warrants” includes Public Warrants and Private Warrants.

“Warrant Agent” means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement.

“Warrant Agreement” means the Warrant Agreement, dated as of October 13, 2021, between Tristar and the Warrant Agent.

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and the First Amendment to the Business Combination Agreement, a copy of which is attached hereto as Annex A and Annex A-1 and incorporated by reference herein. Tristar’s shareholders, Warrant holders and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Business Combination Agreement.

General Description of the Business Combination Agreement

The parties to the Business Combination Agreement, as amended, are Tristar, Pubco, First Merger Sub, Second Merger Sub, Purchaser Representative, the Seller Representative and Helport. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, one (1) business day prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into Helport (the “First Merger”), with Helport surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Helport being converted into the right to receive securities of Pubco; and (b) one (1) business day following the First Merger, the Second Merger Sub will merge with and into Tristar (the “Second Merger”, and together with the First Merger, the “Mergers”), with Tristar surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Tristar being converted into the right to receive securities of Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions” or the “Business Combination”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Cayman Companies Act and the BVI Companies Act.

Consideration

Under the Business Combination Agreement, as amended, the Aggregate Merger Consideration Amount to be paid to the shareholders of Helport is $335,000,000, subject to net debt and working capital adjustments, and will be paid entirely in newly issued ordinary shares of Pubco, with each share valued at the Per Share Price.

On the Closing Date immediately prior to the First Merger Effective Time, each Company Preferred Share, if any, that is issued and outstanding immediately prior to the First Merger Effective Time shall be canceled in exchange for the right to receive a number of Company Ordinary Shares at the then effective conversion rate (the “Conversion”). As a result of the Mergers, (a) each ordinary share of Helport that is issued and outstanding immediately prior to the First Merger Effective Time and after the Conversion shall be cancelled and converted into the right to receive 100% of such number of Pubco Ordinary Shares equal to the Exchange Ratio; (b) each of the convertible securities of Helport, to the extent then outstanding and unexercised immediately prior to the First Merger Effective Time, shall be cancelled, retired and terminated; (c) each ordinary share of Tristar that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive one Pubco ordinary share; and (d) each outstanding Purchaser Public Warrant and Purchaser Private Warrant shall be converted into one Pubco Public Warrant or one Pubco Private Warrant, respectively.

Helport Reorganization

Helport Pte. Ltd., an exempt private company limited by shares incorporated in Singapore (“Helport Singapore”), has entered into certain agreements, deeds, instruments or other documents (the “Reorganization Documents”) with Helport Holdings Limited, certain minority shareholders of Helport, Helport, Helport Group Limited, Helport Singapore, and Helport AI, Inc, to implement and effect the reorganization pursuant to the terms and conditions of the Reorganization Documents (the “Reorganization”). The Reorganization Documents were executed throughout the period from October 2023 to December 2023, and on December 22, 2023, the Reorganization was completed.

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

In the Business Combination Agreement, Helport made certain customary representations and warranties to Tristar, including among others, related to the following: (1) corporate matters, including, due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) books and records; (24) top customer and suppliers; (25) certain business practices; (26) Investment Company Act; (27) finders and brokers; (28) disclosure; (29) information supplied; (30) independent investigation; and (31) exclusivity of representations and warranties. Helport also made certain representations and warranties to Tristar with respect to the Reorganization.

In the Business Combination Agreement, Tristar made certain customary representations and warranties to Helport and Pubco, including among others, representations and warranties related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the Securities and Exchange Commission (the “SEC”) filings, Tristar financials, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act and the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) independent investigation; (21) the trust account; (22) registration and listing; and (23) termination of prior business combination agreements.

In the Business Combination Agreement, Pubco, the First Merger Sub and the Second Merger Sub made customary representations and warranties to Tristar, including, among others, representations and warranties related to the following: (1) organization and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) activities of Pubco, the First Merger Sub and the Second Merger Sub; (7) finders and brokers; (8) Investment Company Act; (9) information supplied; (10) independent investigation; (11) exclusivity of representations and warranties and (12) the intended tax treatment of the Transactions.

None of the representations and warranties of the parties shall survive the Closing.

Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business (subject to certain exceptions); (3) provision of financial statements of Target Companies; (4) Tristar’s public filings; (5) “no shop” obligations; (6) no insider trading; (7) notifications of certain breaches, consent requirements or other matters; (8) efforts to consummate the Closing and obtain third party and regulatory approvals and efforts to cause Pubco to maintain its status as a “foreign private issuer” under the U.S. Securities Exchange Act of 1934 Rule 3b-4; (9) further assurances; (10) public announcements; (11) confidentiality; (12) indemnification of directors and officers and tail insurance; (13) use of trust proceeds after the Closing; (14) efforts to support a private placement or backstop arrangements, if sought; (15) intended tax treatment of the Mergers and (16) use of trust account proceeds.

Helport agreed to use commercially reasonable efforts to consummate the Reorganization by November 30, 2023. Helport agreed to use its best efforts to deliver the audited financial statements of Helport for the fiscal years ended June 30, 2022 and June 30, 2023 to Tristar by November 30, 2023. Pubco shall be responsible for paying the Purchaser Transaction Expenses in an amount up to $3,500,000 (the “Initial Cap”), subject to certain exclusions, provided, that, if the date and time at which the Closing is actually held (the “Closing Date”) occurs later than February 29, 2024 (the “Initial Cap Date”), Tristar may, in its sole discretion, increase the Initial Cap by increments of $200,000 in each month following the Initial Cap Date. In addition, Helport agreed that in the event that either (i) Helport and Helport Singapore do not consummate the Reorganization by December 31, 2023 or (ii) Helport does not deliver the applicable audited financial statements by December 31, 2023 (or by the “staleness” date, as applicable),  then Helport shall pay to Tristar and Tristar’s sponsor (at Tristar’s discretion) $125,000 for each month or portion thereof until the later of such date that (i) such applicable audited financial statements are delivered and (ii) the Reorganization has been completed. On December 22, 2023, the Reorganization was consummated, and on December 24, 2023, Helport delivered a certificate of the sole director of Helport (the “Reorganization Certificate”) to Tristar and the Sponsor, certifying as to the completion of the Reorganization pursuant to Section 7.21 of the Business Combination Agreement, as amended. The audited combined financial statements of Helport for the fiscal years ended June 30, 2022 and June 30, 2023 were delivered to Tristar and the Sponsor on February 7, 2024. Tristar and the Sponsor accepted the Reorganization Certificate and the combined audited financial statements of Helport on the respective delivery dates.

Helport also agreed to cause certain of the Company shareholders to each enter into a Key Seller Lock-Up Agreement.

In addition, the parties agreed to take all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist of five directors, including: (i) two persons who are designated by Tristar prior to the Closing as independent directors; and (ii) three persons who are designated by Helport prior to the Closing.

The Business Combination Agreement and the consummation of the Transaction require the approval of both Tristar’s shareholders and the Company Shareholders. Tristar and Pubco also agreed to jointly prepare, and Pubco shall file with the SEC, a registration statement on Form F-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance of securities of Pubco to the holders of the ordinary shares and warrants of Tristar and Helport and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Tristar for the matters relating to the Transactions to be acted on at the special meeting of the shareholders of Tristar and providing such shareholders an opportunity to participate in the redemption of their public shares of Tristar upon the Closing (the “Redemption”). Helport agreed to call a meeting of its shareholders or cause a written resolution to be passed, as promptly as practicable after the Registration Statement has become effective, in order to obtain the approval of Company Shareholders for the approval of the Business Combination Agreement and the Transactions, and Helport agreed to use its commercially reasonable efforts to solicit from the Company Shareholders proxies prior to such special meeting or written resolution, and to take all other actions necessary or advisable to secure the approval of the Company Shareholders.

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived: (1) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of Tristar’s and Helport’s shareholders; (2) obtaining material regulatory approvals; (3) no law or order preventing or prohibiting the Transactions; (4) Tristar or Pubco shall have consolidated net tangible assets of at least $5,000,001 (as calculated and determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to the Closing (after giving effect to the Redemption) or upon the Closing after giving effect to the Mergers (including the Redemption), or Pubco otherwise is exempt from the provisions of Rule 419 promulgated under the Exchange Act (i.e. one of several exclusions from the “penny stock” rules of the SEC applies and Tristar relies on another exclusion); (5) amendment by the shareholders of Pubco of Pubco’s memorandum and articles of association; (6) the effectiveness of the Registration Statement; (7) appointment of the post-closing directors of Pubco; and (8) Nasdaq or NYSE listing requirements, as applicable, having been fulfilled.

In addition, unless waived by Helport, the obligations of Helport, Pubco, the First Merger Sub and the Second Merger Sub to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (1) the representations and warranties of Tristar being true and correct on and as of the Closing (subject to Material Adverse Effect); (2) Tristar having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (3) absence of any Material Adverse Effect with respect to Tristar since the date of the Business Combination Agreement which is continuing and uncured; (4) receipt by Helport and Pubco of the Amended and Restated Registration Rights Agreement; (5) each of the Sellers shall have received from Pubco a registration rights agreement covering the merger consideration shares received by the Sellers duly executed by Pubco; and (6) receipt by Helport and Pubco of employment agreements between certain management persons from Helport and Helport or Tristar, in each case effective as of Closing.

Unless waived by Tristar, the obligations of Tristar to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (1) the representations and warranties of Helport, Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to Material Adverse Effect on the Target Companies, taken as a whole); (2) Helport, Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (3) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing and uncured; (4) the Non-Competition Agreements, the Employment Agreements, the Amended and Restated Registration Rights Agreement, and each Key Seller Lock-Up Agreement shall be in full force and effect from the Closing; (5) resignation of the directors and officers of Helport as requested by Tristar prior to the Closing; and (6) Tristar shall have received evidence that Helport shall have terminated, extinguished and cancelled all of its outstanding convertible securities.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either Tristar or Helport if the Closing does not occur by September 30, 2024, or such other date as may be extended pursuant to the Business Combination Agreement.

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (1) by mutual written consent of Tristar and Helport; (2) by either Tristar or Helport if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (3) by Helport for Tristar’s uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (4) by Tristar for the uncured breach of the Business Combination Agreement by Helport, Pubco, the First Merger Sub, or the Second Merger Sub, such that the related Closing condition would not be met; (5) by either Tristar or Helport if Tristar holds its shareholder meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained; and (6) by either Tristar or Helport if Helport holds its shareholder meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained.

The Business Combination Agreement will terminate automatically if, by June 30, 2024, (i) the Reorganization has not been completed or (ii) Helport has not delivered the applicable PCAOB Financial Statements. 

Helport shall pay to Tristar a termination fee of Three Million U.S. Dollars ($3,000,000) plus expenses, in the event that (i) the Business Combination Agreement is automatically terminated or (ii) the Business Combination Agreement is terminated by Tristar for uncured breach of the Business Combination Agreement by Helport, Pubco, the First Merger Sub, or the Second Merger Sub. Tristar shall pay to Helport a termination fee of Three Million U.S. Dollars ($3,000,000) plus expenses, in the event that the Business Combination Agreement is terminated by Helport for an uncured breach of the Business Combination Agreement by Tristar.

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to the Termination Fee, confidentiality, effect of termination, fees and expenses, trust fund waiver, miscellaneous and definitions to the foregoing) will terminate, no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination.

Trust Account Waiver

Helport, Pubco, the First Merger Sub and the Second Merger Sub have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in Tristar’s trust account held for its public shareholders, and have agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).

Related Agreements

Prior to the Closing, Pubco, Helport, Tristar, the Purchaser Representative and certain Key Company Shareholders, as shareholders holding Company Shares (either as the holder of record or the beneficial owner within the meaning of Rule 135-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall enter into Lock-Up Agreements (each, a “Original Key Seller Lock-Up Agreement”).

Pursuant to each Original Key Seller Lock-Up Agreement, each signatory thereto will agree not to, during the period commencing from the Closing Date and ending on the 24-month anniversary of the Closing Date (subject to early release if (A) the closing price of Pubco Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 270 days after the Closing or (B) Pubco consummates a sale of all or substantially all of the consolidated assets to a third party; sale resulting in a change in holding of the majority of the voting power; or a merger, consolidation, recapitalization or reorganization that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company) (the “Original Lock-Up Period”):  (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Original Key Seller Lock-Up Agreement).

On  April  26, 2024, Pubco, Helport, Tristar, the Purchaser Representative and Stony Holdings Limited, a current shareholder of Helport, entered into an amended lock-up agreement (“Stony Holdings April Lock-Up Agreement”), which provides that, notwithstanding the above lock-up provisions, if Stony Holdings Limited has made a credit facility of at least $2,000,000 available to Helport from the date of the agreement through the Closing Date, pursuant to a credit agreement in a form to be mutually agreed upon between Heliport and Stony Holdings Limited, any Lock-up Securities held  by  Stony  Holdings  Limited  shall  be  subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the lock-up period shall be deemed to have expired upon such early release. Since Helport and Stony Holdings Limited has entered into a line of credit agreement on March 15, 2024, pursuant to which Stony Holdings Limited has made a credit facility of $2,000,000 available to Helport, as described below, Stony Holdings Limited is subject to such early release.

On April 26, 2024, Pubco, Helport, Tristar, the Purchaser Representative and Hades Capital Limited, a current shareholder of Helport, entered into an amended lock-up agreement (“Hades Capital April Lock-Up Agreement”), which provides that, notwithstanding the above lock-up provisions, if Hades Capital Limited has made a credit facility of at least $4,000,000 available to Helport from the date of the agreement through the Closing Date, pursuant to a credit agreement in a form to be mutually agreed upon between Helport and Hades Capital Limited, any Lock-up Securities held by Hades Capital Limited shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the lock-up period shall be deemed to have expired upon such early release. Since Helport and Hades Capital Limited has entered into a line of credit agreement on March 15, 2024, pursuant to which Stony has made a credit facility of $4,000,000 available to Helport, as described below, Hades Capital Limited is subject to such early release.

On May 18, Tristar and Pubco entered into subscription agreements (together the “PIPE Subscription Agreements”) with three investors (the “PIPE Investors”), respectively, pursuant to which, among other things, Pubco has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to subscribe for and purchase in a private placement, certain number of Pubco Ordinary Shares (“PIPE Shares”)  at a purchase price equal to the lower of (i) $10.80 per  share or (ii) the Redemption Price for Public Shareholders in connection with the Business Combination, for an aggregate purchase price of $15,000,000 (the “PIPE Investment”). 

On May 23, 2024, Tristar, Helport, Pubco and Purchaser Representative entered into amended lock-up agreements (the “May Amended Lock-Up Agreements”) with five Helport Convertible Noteholders and one minority shareholder of Helport who was not Helport Convertible Noteholders (collectively, the “Helport Investors”), pursuant to which, in consideration for the respective investments in the Helport Convertible Promissory Notes by each such Helport Convertible Noteholders and for the investment in Helport ordinary shares by such minority shareholder of Helport, the Pubco Ordinary Shares to be held by the Helport Investors would be restricted from a Prohibited Transfer for a period commencing from the Closing Date and ending on the 12-month anniversary of the Closing Date (subject to early release upon a change of control of Pubco or if the closing price of Pubco ordinary shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 270 days after the Closing Date), instead of the Original Lock-up Period.

On June 12, 2024, Tristar, Helport, Pubco and Purchaser Representative entered into amended lock-up agreements (the “June Amended Lock-Up Agreements”) with each of the two additional Helport Convertible Noteholders on substantially the same terms as the May Amended Lock-Up Agreements.

Shareholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, Tristar, Helport, and a certain Company Shareholder entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, a Company Shareholder has agreed (a) to support the adoption of the Business Combination Agreement and the approval of the Transactions, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Insider Letter Amendment

Simultaneously with the execution of the Business Combination Agreement, Tristar, Helport, the Sponsor, Stephen Markscheid, Xin Yue Geffner, Wang Chiu Wong, Chunyi Hao, Michael Hao Liu and Alex Parker entered into an amendment (the “Insider Letter Amendment”) to that certain letter agreement, dated October 13, 2021 (the “Insider Letter”), by and among Tristar, the Sponsor and the directors, officers or other initial shareholders of Tristar named therein, pursuant to which Pubco and Helport are added as Parties to the Insider Letter.

Non-Competition and Non-Solicitation Agreement

Simultaneously with the execution of the Business Combination Agreement, certain executive officers (each, a “Subject Party”) of Helport each entered into a non-competition and non-solicitation agreement (collectively, the “Non-Competition and Non-Solicitation Agreement”) with Tristar, Pubco, Helport and the Purchaser Representative. Under the Non-Competition and Non-Solicitation Agreement, the Subject Party agrees not to compete with Pubco, the Sponsor, Tristar, the Purchaser Representative, Helport and their respective affiliates during the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of such entities. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions.

Assignment, Assumption and Amendment to Warrant Agreement

Prior to the Closing, Tristar, Pubco and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), will enter the Assignment, Assumption and Amendment to Warrant Agreement (the “Warrant Amendment”) which will amend that certain Warrant Agreement, dated as of October 13, 2021, relating to the Tristar warrants (the “Warrant Agreement”), filed with the SEC on October 13, 2021. Pursuant to the Warrant Amendment: (i) Pubco will assume the obligations of Tristar under the Warrant Agreement, such that, among other things, Pubco will be added as a party thereto and (ii) references to Tristar Class A ordinary shares in the Warrant Agreement shall mean Pubco ordinary shares.

First Amendment to Registration Rights Agreement

On or prior to the Closing, the Business Combination Agreement provides that each of Helport, the Sponsor, Pubco, Tristar and Tristar Holdings I, LLC will enter the First Amendment to Registration Rights Agreement (the “Registration Rights Agreement”), which will amend that certain Registration Rights Agreement, dated as of October 13, 2021. Pursuant to the Registration Rights Agreement, Pubco will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and the other parties thereto will be granted customary demand and piggyback registration rights.

Helport Convertible Promissory Notes

On March 6, March 8, March 12, May 15, May 17, May 31, and June 20, 2024, Helport issued to each of certain Helport shareholders (the “Helport Convertible Noteholders”), in private placements, a convertible promissory note (the “Helport Convertible Promissory Notes”), pursuant to which Helport agreed to issue and sell to the Helport Convertible Noteholders, $4,889,074 in aggregate principal amount of the Helport Convertible Promissory Notes for an aggregate purchase price of $4,889,074. The Helport Convertible Promissory Notes will bear interest at a rate of 8.00% per annum, will be automatically convertible into fully paid and non-assessable unregistered ordinary shares of Helport at a conversion price of $10.80 per share on the date of and immediately prior to the Closing of the Business Combination, and will mature on December 31, 2024. 

Upon conversion of any portion of the outstanding balance of the Helport Convertible Promissory Notes into Helport ordinary shares by way of automatic conversion, such shares shall be subject to any lock-up period commencing from the Closing the Business Combination.

Helport has agreed to use commercially reasonable efforts to cause the automatically converted shares to be included in an effective registration statement with a current prospectus or a qualified offering statement. 

Helport Line of Credit Agreements

On March 15, 2024, Helport entered into a line of credit agreement with Hades Capital Limited, which provides Helport with an unsecured line of credit in the principal maximum amount of $4,000,000, and a line of credit agreement with Stony Holdings Limited, which provides Helport with an unsecured line of credit in the principal maximum amount of $2,000,000 (collectively, the “Line of Credit Agreements”). The principal indebtedness under the Line of Credit Agreements will mature on the third anniversary of the date the Line of Credit Agreements were entered into, at an interest rate of 0% per annum. As of the date of this proxy statement/prospectus, Helport has drawn an aggregate credit of $84,650 from the principal amount under the Line of Credit Agreements.

PIPE Investment

In connection with the execution of the Business Combination Agreement, on May 18, Tristar and Pubco entered into subscription agreements (together the “PIPE Subscription Agreements”) with three investors (the “PIPE Investors”),  respectively, pursuant to which, among other things, Pubco has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to subscribe for and purchase in a private placement, certain number of Pubco Ordinary Shares (“PIPE Shares”)  at a purchase price equal to the lower of (i) $10.80 per  share or (ii) the Redemption Price for Public Shareholders in connection with the Business Combination, for an aggregate purchase price of $15,000,000 (the “PIPE Investment”). 

The PIPE Subscription Agreements contain customary representations and warranties of each of Tristar, Pubco and the PIPE Investors, and customary conditions to closing, including the consummation of the Business Combination. The purpose of the PIPE Investment is to raise additional capital for use by Pubco following the Closing. The securities sold in connection with the PIPE Investment were sold under the exemption from registration provided by Section 4(a)(2) of the Securities Act. Under the terms of the PIPE Subscription Agreements, Pubco is obligated to file a registration statement to register for the resale of all the PIPE Shares within 90 days of the Closing (the “Filing Deadline”), and to use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing there of, but no later than the earlier of (i) the 60^th calendar day (or 90^th calendar day if the SEC notifies Pubco it will “review” the registration statement) and (ii) the 10^th business day (if the SEC notifies Pubco it will not “review” the registration statement), following the Filing Deadline, subject to certain exceptions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Tristar and Helport. These statements are based on the beliefs and assumptions of the management of Tristar and Helport. Although Tristar and Helport believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Tristar nor Helport can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements about:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that Tristar or Helport “believes” and similar statements reflect such parties’ beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Tristar or Helport has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause Tristar’s actual results to differ include:

QUESTIONS AND ANSWERS

Potential ownership of outstanding Pubco Ordinary Shares upon Closing (on a diluted and as-converted basis assuming the vesting and exercise of outstanding warrants of Pubco and the issuance of Pubco Ordinary Shares in respect thereof):

Potential sources of dilution:

__________________________

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, you should carefully read this entire proxy statement/prospectus, including the Business Combination Agreement attached as Annex A and the First Amendment to the Business Combination Agreement attached as Annex A-1 to this proxy statement/prospectus as well as the other annexes attached hereto. The Business Combination Agreement is the legal document that governs the Merger and the transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Summary of the Material Terms of the Business Combination Agreement,” but is qualified by reference to the complete text of the Business Combination Agreement.

The Parties

Tristar

Tristar is a blank check company that was incorporated as a Cayman Islands exempted company on March 5, 2021, for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.

Tristar has until October 18, 2024 (or such earlier date as determined by the Tristar Board) (unless extended by Tristar shareholders) to consummate an initial business combination.

After the consummation of the Business Combination, the remaining funds in the Trust Account will be used by Tristar to pay holders of the Public Shares who exercise Redemption rights; after paying the Redemption amount to Public Shareholders, a portion will be used to pay transaction expense incurred by Tristar, any loans owed by Tristar to the Sponsor or the Prior Sponsor in connection with the Transaction and any transaction expense incurred by Helport directly in connection with Transaction. Any remaining cash will be transferred to a Target Company (as defined in Merger Agreement) or Pubco and used for working capital and general corporate purposes of Pubco and its subsidiaries. Tristar’s Units, Class A Ordinary Shares and warrants are currently traded on NYSE under the symbols “TRIS.U”, “TRIS”, and “TRIS.W”, respectively.

Tristar’s principal executive offices are located at 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803 and its phone number is (781) 640-4446. After the consummation of the Business Combination, Tristar will be renamed and become a wholly-owned subsidiary of Pubco.

On October 18, 2021, Tristar consummated the Initial Public Offering of 20,000,000 units at $10.00 per Unit, generating total gross proceeds of $200,000,000. On November 3, 2021, the underwriters exercised the over-allotment option and purchased an additional 3,000,000 Units, generating gross proceeds of $30 million.

Tristar’s amended and restated memorandum and articles of association which were adopted on October 13, 2021 previously provided that Tristar had 18 months or 21 months from the closing of its IPO (if Tristar executed a letter of intent, agreement in principle or definitive agreement for its initial business combination within 18 months from the closing of its Initial Public Offering) to complete its initial business combination. Tristar executed a letter of intent for its initial business combination within 18 months from the closing of its Initial Public Offering, as a result, Tristar previously had until July 18, 2023 to complete its initial business combination.

On July 18, 2023, Tristar held the July Extension Meeting, at which its shareholders approved, among other things, a proposal to (i) extend the date Tristar would be required to consummate a Business Combination (the “Termination Date”) from July 18, 2023 to October 18, 2023, and without another shareholder vote, to further extend the Termination Date for an additional one (1) month as needed, on a month-to-month basis, up to twelve (12) times, until October 18, 2024, and (ii) remove the limitation that Tristar may not redeem Public Shares to the extent that such redemption would result in Tristar having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 (the “Redemption Limitation”) in order to allow Tristar to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.

In connection with the July 2023 Extension Meeting, shareholders holding 12,391,198 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $130,320,650 (approximately $10.52 per share) was removed from the Trust Account to pay such holders. Following redemptions, Tristar had 10,608,802 Public Shares issued and outstanding.

Pubco

Pubco was incorporated on October 3, 2023 solely for the purpose of effectuating the Business Combination described herein. Pubco was incorporated under the laws of the British Virgin Islands as a business company with limited liability. Pubco owns no material assets other than 100% of the shares in Merger Subs and does not operate any business. Prior to the consummation of the Business Combination, the sole director and sole shareholder of Pubco is Cong Shi.

The mailing address of Pubco’s registered office in the British Virgin Islands is at the office of the first registered agent, at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands and its telephone number is +65 82336584.

After the consummation of the Business Combination, Pubco’s principal executive office will be that of Helport, located at 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989.

First Merger Sub

First Merger Sub was incorporated on October 19, 2023 solely for the purpose of effectuating the Business Combination described herein. First Merger Sub was incorporated under the laws of the British Virgin Islands as a business company with limited liability. First Merger Sub owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of First Merger Sub is Cong Shi, and the sole shareholder of First Merger Sub is Pubco.

Second Merger Sub

Second Merger Sub was incorporated on October 19, 2023 solely for the purpose of effectuating the Business Combination described herein. Second Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company with limited liability. Second Merger Sub owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Second Merger Sub is Cong Shi, and the sole shareholder of Second Merger Sub is Pubco.

Helport

Helport is a British Virgin Islands business company. For additional information regarding Helport, see the section of this proxy statement/prospectus entitled “Business of Helport.”

The mailing address of Helport’s principal executive office is 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989, and its telephone number is +65 82336584.

Transaction and Organizational Structures Prior to and Following Consummation of the Business Combination

Pre-Business Combination Corporate Structure

The following simplified diagram illustrates the anticipated ownership structure of Helport immediately prior to the consummation of the Business Combination.

Unless otherwise noted, all entities are British Virgin Islands companies.

Post-Business Combination Corporate Structure

The following simplified diagram illustrates the ownership structure of Pubco immediately following the consummation of the Business Combination, assuming the Maximum Redemptions scenario.

Proposals to be Submitted at the Meeting

The following is a summary of the proposals to be submitted at the Meeting.

Proposal 1: The Business Combination Proposal

On November 12, 2023, Tristar entered into a Business Combination Agreement with Pubco, First Merger Sub, Second Merger Sub, Purchaser Representative, Seller Representative and Helport. One (1) business day prior to the Closing, (a) the First Merger Sub will merge with and into Helport (the “First Merger”), with Helport surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Helport being converted into the right to receive securities of Pubco; and (b) one (1) business day following the First Merger, the Second Merger Sub will merge with and into Tristar (the “Second Merger”, and together with the First Merger, the “Mergers”), with Tristar surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Tristar being converted into the right to receive securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act and the BVI Companies Act.

The total consideration to be paid by Pubco to Helport for the shares shall be an aggregate number of Pubco Ordinary Shares with an aggregate value equal to, (a) $335,000,000, minus (b) the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital (but not less than zero) minus (c) if Closing Net Debt is a positive number, the amount of Closing Net Debt, plus (d) if Closing Net Debt is a negative number, the absolute value of the amount of Closing Net Debt, minus (e) the amount of any unpaid Transaction Expenses.

For a detailed discussion on calculation of the number of Pubco Ordinary Shares to be issued in connection with the Business Combination, please see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus titled “The Business Combination Proposal — Conditions to the Consummation of the Business Combination.”

Proposal 2: The Merger Proposal

In connection with the Business Combination, in order to effect the Second Merger, it is necessary for Tristar to enter into a plan of merger in connection with the Second Merger, a copy of which is included as Annex C to the accompanying proxy statement/prospectus (the “Cayman Plan of Merger”), and any and all transactions provided for in the Plan of Merger, including, without limitation, at the effective time of the Second Merger (the “Effective Time”) (a) the amendment and restatement of the Tristar’s memorandum and articles of association by deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of Tristar (as the Surviving Entity) in the form attached as Annexure 2 to the Cayman Plan of Merger (the “Surviving Entity Articles”) and (b) the authorized share capital of Tristar shall be amended as follows: (i) every 10,000 Tristar Class A Ordinary Shares of a par value of US$0.0001 each shall be consolidated into one Tristar Class A Ordinary Share of a par value of US$1.00; (ii) every 10,000 Tristar Class B Ordinary Shares of a par value of US$0.0001 each shall be consolidated into one Class B Ordinary Share of a par value of US$1.00; (iii) every 10,000 Tristar Preference Shares of a par value of US$0.0001 each shall be consolidated into one Tristar Preference Share of a par value of US$1.00; (iv) all Tristar Class A Ordinary Shares, Tristar Class B Ordinary Shares and Tristar Preference Shares of a par value of US$1.00 each as consolidated shall be reclassified and redesignated as Ordinary Shares, such that following the reclassification and redesignation, the authorized share capital of Tristar shall be US$10,100 divided into 10,100 Ordinary Shares of a par value of US$1.00 each; and (v) the authorized share capital of Tristar shall then be increased to US$50,000 divided into 50,000 Ordinary Shares of a nominal value or par value of US$1.00 each by creation of 39,900 authorized but unissued Ordinary Shares of a par value of US$1.00 each, with such rights, privileges and conditions as set out in the Surviving Entity Articles, be approved and authorized in all respects.

Pursuant to the Business Combination Agreement, at the Effective Time, the second amended and restated memorandum and articles of association of Surviving Entity which will be substantially in the form of the memorandum and articles of association of Second Merger Sub, as in effect immediately prior to the Effective Time.

The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Merger Proposal will not be presented to Tristar's shareholders at the Meeting. The Merger Proposal is not conditioned on the separate approval of the Organizational Documents Advisory Proposals. For more information, please see the section of this proxy statement/prospectus entitled “The Merger Proposal.”

Proposal 3: The Memorandum and Articles Proposal

In connection with the Business Combination, Tristar is, pursuant to SEC guidance, asking Tristar shareholders to consider and vote upon and to approve a Proposal for Pubco to adopt the Proposed Pubco Memorandum and Articles, substantially in the form attached to this proxy statement/prospectus as Annex B, to be effective immediately prior to the consummation of the Business Combination, separate and apart from their consideration and vote upon the Business Combination Proposal. This vote is not required by Cayman Islands law.

Pursuant to the Business Combination Agreement, prior to the consummation of the Business Combination, the board of directors and shareholders of Pubco will amend and restate Pubco’s memorandum and articles of association to provide for a more customary public company charter and set forth the rights of the holders of Pubco’s ordinary shares.

The Proposed Pubco Memorandum and Articles will differ from Tristar’s amended and restated memorandum and articles of association in multiple respects, including, for example: (i) the name of the new public entity will be “Helport AI Limited” as opposed to “Tristar Acquisition I Corp.”; (ii) Pubco’s corporate existence is perpetual as opposed to Tristar’s corporate existence terminating if a business combination is not consummated by Tristar within a specified period of time; (iii) the directors of Tristar may be removed by a resolution of the holders of the Class B shares whereas the directors of Pubco may be removed by resolutions of directors or members with or without cause; and (iv) the Proposed Pubco Memorandum and Articles do not include the various provisions applicable only to special purpose acquisition corporations that Tristar’s amended and restated memorandum and articles of association contains.

After the Second Merger, the directors and executive officers of Tristar will resign and Tristar’s amended and restated memorandum and articles of association will be adopted at the Closing and be in substantially the same form as the Second Merger Sub articles and Tristar will change its name to a name to be determined by Helport. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus titled “Business Combination Proposal — Conditions to the Consummation of the Business Combination.”

The Memorandum and Articles Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Memorandum and Articles Proposal will not be presented to Tristar’s shareholders at the Meeting. The Memorandum and Articles Proposal is not conditioned on the separate approval of the Organizational Documents Advisory Proposals. For more information about the Proposed Pubco Memorandum and Articles, please see the section of this proxy statement/prospectus entitled “The Memorandum and Articles Proposal.”

Proposal 4: The Organizational Documents Advisory Proposals

As required by SEC guidance requiring that shareholders have the opportunity to present their views on important corporate governance provisions, Tristar is requesting that Tristar’s shareholders approve by Ordinary Resolution, on a non-binding advisory basis, proposals to approve certain governance provisions included in the Proposed Pubco Memorandum and Articles, which are separately being presented. These votes are not required by Cayman Islands law. The shareholder votes regarding the Organizational Documents Advisory Proposals are advisory votes and are not binding on Tristar or Tristar’s board of directors (separate and apart from the approval of the Memorandum and Articles Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Advisory Proposals (separate and apart from approval of the Memorandum and Articles Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Organizational Documents Advisory Proposals, Tristar intends that the Proposed Pubco Memorandum and Articles will take effect upon the Closing (assuming approval of the Memorandum and Articles Proposal). Please see the section of this proxy statement/prospectus entitled “The Organizational Documents Advisory Proposals.”

Proposal 5: The Equity Incentive Plan Proposal

Assuming the Business Combination Proposal is approved, Tristar’s shareholders will be asked to consider and vote upon a proposal to approve by Ordinary Resolution the Incentive Plan. Please see the section of this proxy statement/prospectus entitled “The Equity Incentive Plan Proposal.”

Proposal 6: The Director Election Proposal

Assuming the Business Combination Proposal is approved, Tristar’s shareholders will be asked to consider and vote upon a proposal to elect, effective at Closing, five (5) directors to serve on Pubco’s board of directors until the 2025 annual meeting of shareholders or until their respective successors are duly elected and qualified. Please see the section of this proxy statement/prospectus entitled “The Director Election Proposal.”

Proposal 7: The Share Issuance Proposal

Assuming the Business Combination Proposal is approved, Tristar’s shareholders will be asked to consider and vote upon a proposal, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of NYSE, the issuance of more than 20% of Pubco’s issued and outstanding ordinary shares to shareholders of Helport in connection with the Business Combination, which issuance may result in any investor acquiring such shares owning more than an aggregate of 20% of Pubco’s outstanding ordinary shares, or more than 20% of the voting power of Pubco, which could constitute a “change of control” under NYSE rules. See the section of this proxy statement/prospectus entitled “The Share Issuance Proposal.”

Proposal 8: The Adjournment Proposal

If necessary or desirable, at the determination of the Tristar Board, to adjourn the Meeting to a later date or dates. Please see the section of this proxy statement/prospectus entitled “The Adjournment Proposal.”

Tristar Initial Shareholders and Current Insiders

As of July 8, 2024, the holders of Tristar’s Founder Shares, including Tristar’s Initial Shareholders and Current Insiders, beneficially owned and were entitled to vote an aggregate of 5,750,000 Founder Shares that were issued prior to Tristar’s Initial Public Offering. As of July 8, 2024, the Founder Shares constituted approximately 35.1% of the issued and outstanding Tristar Ordinary Shares.

In connection with the Initial Public Offering, the Initial Shareholders and Current Insiders agreed to vote their Founder Shares held by them, in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their Founder Shares in favor of all other proposals being presented at the Meeting. The Founder Shares have no Redemption rights in the event of a business combination and will be worthless if no business combination is effected by Tristar by October 18, 2024, or such later time as may be approved by Tristar’s shareholders. No additional consideration was provided in exchange for the Sponsor’s waiver of its redemption rights.

In connection with the Initial Public Offering and the Sponsor Handover, the Initial Shareholders and Current Insiders  also agreed that they shall not Transfer any Founder Shares held by them (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) following the completion of an initial Business Combination, the date on which Tristar completes a liquidation, merger, share exchange or other similar transaction that results in all of Tristar’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after Tristar’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.

Date, Time and Place of the Extraordinary General Meeting of Shareholders of Tristar

The Meeting will be held at 8:00 am, Eastern Time, on August 1, 2024, at the office of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105. Tristar will also be hosting the Meeting via live webcast on the Internet at https://www.cstproxy.com/tristaracq/2024 with the password of 0560783#, to consider and vote upon the Business Combination Proposal, the Merger Proposal, the Memorandum and Articles Proposal, the Organizational Documents Advisory Proposals, the Equity Incentive Plan Proposal, the Director Election Proposal, the Share Issuance Proposal and if necessary, the Adjournment Proposal.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned Tristar Ordinary Shares at the close of business on July 11, 2024, which is the Record Date for the Meeting. Shareholders will have one vote for each Tristar Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Tristar Warrants do not have voting rights. As of July 8, 2024, there were 16,358,802 Tristar Ordinary Shares (including 10,608,802 Class A Ordinary Shares and 5,750,000 Class B Ordinary Share) of Tristar issued and outstanding.

Quorum and Vote of Tristar Shareholders

A quorum of Tristar shareholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if the holders of no less than a majority of the issued and outstanding Tristar Ordinary Shares entitled to vote at the Meeting are present themselves or represented by proxy. Abstentions and broker non-votes are not treated as votes cast and will have no effect on any of the proposals.

Tristar’s Initial Shareholders and Current Insiders have agreed to vote their Founder Shares in favor of the Business Combination Proposal and all other proposals being presented at the Meeting. As of July 8, 2024, the Initial Shareholders and Current Insiders held 5,750,000 Tristar Class B Ordinary Share, which constitute approximately 35.1% of the issued and outstanding Tristar Ordinary Shares. Such shares will be voted in favor of the proposals presented at the Meeting. The proposals presented at the Meeting will require the following votes:

Abstentions and broker non-votes are not treated as votes cast and will have no effect on the Business Combination Proposal, the Merger Proposal, the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Advisory Proposals, the Director Election Proposal, the Share Issuance Proposal and (if presented) the Adjournment Proposal.

Based on the terms and provisions contained in the Existing Organizational Documents and the Companies Act, assuming that Tristar’s Initial Shareholders and Current Insiders vote their Founder Shares in favor of the Business Combination Proposal and all other proposals being presented at the Meeting, each of the Business Combination Proposal, the Organizational Documents Advisory Proposals, the Equity Incentive Plan Proposal, the Director Election Proposal, the Share Issuance Proposal and the Adjournment Proposal can be approved at the Meeting assuming that only the minimum  quorum of 8,179,402 Tristar Ordinary Shares is achieved.

If all holders of the 16,358,802 Tristar Ordinary Shares issued and outstanding as of July 8, 2024 are voted at the Meeting, then, in addition to the Tristar Class B Ordinary Shares held by the Initial Shareholders and Current Insiders, Tristar would need 2,429,402 Tristar Class A Ordinary Shares, or approximately 22.9% of the 10,608,802 Public Shares outstanding as of July 8, 2024 to be voted in favor of the Business Combination Proposal, the Organizational Documents Advisory Proposals, the Equity Incentive Plan Proposal, the Director Election Proposal, the Share Issuance Proposal and the Adjournment Proposal.

Based on the terms and provisions contained in the Existing Organizational Documents and the Companies Act, assuming that Tristar’s Initial Shareholders and Current Insiders vote their Founder Shares in favor of the Business Combination Proposal and all other proposals being presented at the Meeting, each of the Memorandum and Articles Proposal and the Merger Proposal can be approved at the Meeting assuming that only the minimum  quorum of 8,179,402 Tristar Ordinary Shares is achieved.

If all holders of the 16,358,802 Tristar Ordinary Shares issued and outstanding as of July 8, 2024 are voted at the Meeting, then, in addition to the Tristar Class B Ordinary Shares held by the Initial Shareholders and Current Insiders, Tristar would need 5,155,868 Tristar Class A Ordinary Shares, or approximately 48.6% of the 10,608,802 Public Shares outstanding as of July 8, 2024 to be voted in favor of the Memorandum and Articles Proposal and the Merger Proposal in order for them to be approved.

Redemption Rights

Pursuant to Tristar’s Existing Organizational Documents, a holder of Public Shares may demand that Tristar redeem such shares for cash if the Business Combination is consummated. Holders of Public Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that Tristar redeem their shares for cash no later than 5:00 p.m. Eastern Time on July 30, 2024 (two (2) business days prior to the Meeting) by (A) by submitting their request in writing to Continental Stock Transfer & Trust Company and (B) delivering their stock to Tristar’s transfer agent physically or electronically using The Depository Trust Company’s Deposit Withdrawal at Custodian (DWAC) System. If the Business Combination is not completed, these shares will not be redeemed for cash at this time in connection with the Business Combination. In such case, Tristar will promptly return any shares delivered by public holders for Redemption and such holders may only share in the assets of the Trust Account upon the liquidation of Tristar. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their Redemption rights in connection therewith due to potential claims of creditors of Tristar. If a holder of Public Shares properly demands Redemption, Tristar will redeem each Public Share for its pro rata portion of the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination.

As of May 31, 2024, this would amount to approximately $11.11 per share. If a holder of Public Shares exercises its Redemption rights, then it will be exchanging its Tristar Ordinary Shares for cash and will no longer own the shares. See the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Shareholders of Tristar — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Holders of Tristar Warrants do not have Redemption rights with respect to such securities.

Appraisal Rights

Holders of record of Tristar Units and Tristar Warrants do not have appraisal rights in respect to their Tristar Units or Tristar Warrants in connection with the Business Combination under the Companies Act.

Holders of Tristar Ordinary Shares who comply with the applicable requirements of Section 238 of the Companies Act may have the right, under certain circumstances, to object to the Second Merger and exercise appraisal (“dissenter”) rights, which would entitle them to seek payment of the fair value of their Tristar Ordinary Shares. Shareholders who do wish to exercise their statutory dissenter rights, if applicable, will be required to deliver written notice indicating their objection to the Second Merger and their intention to exercise their statutory dissenter rights to Tristar prior to the Meeting and follow the process prescribed in Section 238 of the Companies Act, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to section 239 of the Cayman Companies Act which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange.

In the event that any holder of Tristar Ordinary Shares delivers written notice indicating their objection to the Second Merger and their intention to exercise their statutory dissenter rights, Tristar and the other parties to the Business Combination Agreement may in their sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Companies Act. In such circumstances where the exception under Section 239 of the Companies Act is invoked, no statutory dissenter rights shall be available to Tristar shareholders, including those Tristar shareholders who have delivered a written objection to the Merger prior to the Meeting and followed the process prescribed in Section 238 of the Companies Act, and each such holder’s Tristar Ordinary Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the merger consideration comprising one Pubco Ordinary Share for each Tristar Ordinary Share.

Further details of the statutory appraisal rights are set out below the section titled “Appraisal Rights.” Shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights contained in Section 238 of the Companies Act.

These statutory appraisal rights are separate to and mutually exclusive of the right of holders of Public Shares to elect to have their shares redeemed for cash at the applicable Redemption Price in accordance with the amended and restated memorandum and articles of association of Tristar, which are discussed above in the section titled “Questions and Answers about the Proposals — Do I have Redemption Rights?”

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Tristar has engaged Advantage Proxy, Inc. (“Advantage Proxy”) as proxy solicitor to assist in the solicitation of proxies in connection with the Meeting.

If a shareholder grants a proxy, it may still vote its shares itself if it revokes its proxy before the Meeting. A shareholder may also change its vote by entering a new vote by Internet or telephone, submitting a later-dated proxy, or attending and voting, virtually via the live webcast, during the Meeting as described in the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Shareholders of Tristar — Revoking Your Proxy.”

Interests of Tristar’s Initial Shareholders, Directors and Officers in the Business Combination

When you consider the recommendation of Tristar’s board of directors in favor of approval of the Proposals, you should keep in mind that Tristar’s Initial Shareholders, the Sponsor and its directors and executive officers, have interests in such proposals that are different from, or in addition to, your interests as a Tristar shareholder or Warrant holder. These interests include, among other things:

Recommendation to Shareholders

The Tristar Board has determined that the Business Combination Proposal and the other proposals to be presented at the Meeting are fair to and in the best interest of Tristar’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal,  “FOR” the Memorandum and Articles Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, “FOR” the Share Issuance Proposal and, if presented at the Meeting, “FOR” the Adjournment Proposal.

Conditions to the Consummation of the Business Combination

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (1) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of Tristar’s and Helport’s shareholders; (2) obtaining material regulatory approvals; (3) no law or order preventing or prohibiting the Transactions; (4) Tristar or Pubco shall have consolidated net tangible assets of at least $5,000,001 (as calculated and determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to the Closing (after giving effect to the Redemption) or upon the Closing after giving effect to the Mergers (including the Redemption), or Pubco otherwise is exempt from the provisions of Rule 419 promulgated under the Exchange Act (i.e. one of several exclusions from the “penny stock” rules of the SEC applies and Tristar relies on another exclusion); (5) amendment by the shareholders of Pubco of Pubco’s memorandum and articles of association; (6) the effectiveness of the Registration Statement; (7) appointment of the post-closing directors of Pubco; and (8) Nasdaq or NYSE listing requirements, as applicable, having been fulfilled.

In addition, unless waived by Helport, the obligations of Helport, Pubco, the First Merger Sub and the Second Merger Sub to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (1) the representations and warranties of Tristar being true and correct on and as of the Closing (subject to Material Adverse Effect); (2) Tristar having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (3) absence of any Material Adverse Effect with respect to Tristar since the date of the Business Combination Agreement which is continuing and uncured; (4) receipt by Helport and Pubco of the Amended and Restated Registration Rights Agreement; (5) each of the Sellers shall have received from Pubco a registration rights agreement covering the merger consideration shares received by the Sellers duly executed by Pubco; and (6) receipt by Helport and Pubco of employment agreements between certain management persons from Helport and Helport or Tristar, in each case effective as of Closing.

Unless waived by Tristar, the obligations of Tristar to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (1) the representations and warranties of Helport, Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to Material Adverse Effect on the Target Companies, taken as a whole); (2) Helport, Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (3) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing and uncured; (4) the Non-Competition Agreements, the Employment Agreements, the Amended and Restated Registration Rights Agreement, and each Key Seller Lock-Up Agreement shall be in full force and effect from the Closing; (5) resignation of the directors and officers of the Company as requested by Tristar prior to the Closing; (6) Tristar shall have received evidence that the Company shall have terminated, extinguished and cancelled all of its outstanding convertible securities; and (7) the Reorganization having been consummated by December 31, 2023.

Tristar Deferred Fee Waivers

Tristar received the Tristar Deferred Fee Waivers with each of the Tristar IPO Underwriters, resulting in the wavier of an aggregate of $10,350,000 in deferred underwriting fees payable to such Tristar IPO Underwriters pursuant to the Underwriting Agreement upon consummation of an initial business combination by Tristar, including the proposed transaction with Helport.

On June 23, 2023 and June 26, 2023, Tristar received a letter from each of the Tristar IPO Underwriters, respectively, whereby Tristar IPO Underwriters waived its entitlement to its portion of its deferred underwriting fee payable pursuant to the Underwriting Agreement in connection with Tristar’s initial business combination, including its proposed Business Combination with Helport. Moreover, the Tristar IPO Underwriters clarified in the waiver agreement that, while it does not have any role or involvement in the proposed Business Combination with Helport, it resigns, or ceases or refuses to act in every office, capacity, and relationship with respect to the proposed Business Combination with Helport or any other potential business combination. The Tristar IPO Underwriters affirmatively disclaimed any responsibility for any portion of any registration statement and any statutory prospectus, prospectuses or proxy statement, as applicable (and including this proxy statement/prospectus) that may be filed by Tristar in connection with Tristar’s proposed Business Combination with Helport.

Although each of the Tristar IPO Underwriters waived its entitlement to any deferred underwriting fee payable pursuant to the Underwriting Agreement, certain provisions of the Underwriting Agreement were not waived by the Tristar IPO Underwriters. In particular, none of the Tristar IPO Underwriters waived its rights to indemnification under the Underwriting Agreement for any losses, claims, damages or liabilities, joint or several, arising out of or based upon an untrue statement or alleged untrue statement of a material fact contained in the filings and communications related to the Tristar IPO or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. As a result, if any claims, litigation, disputes or other legal proceedings are brought by third parties against any of the Tristar IPO Underwriters in relation to its services provided under the Underwriting Agreement, then Tristar (and Pubco upon consummation of the Business Combination) may be liable to pay for or reimburse the Tristar IPO Underwriter for such losses and costs it incurs, subject to the limitations set forth in the Underwriting Agreement. In addition, the Underwriting Agreement described above contains a contribution provision in the event that the indemnity obligations are unavailable or insufficient to hold harmless an indemnified party; however, no Tristar IPO Underwriter shall be required to contribute any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter thereunder. Therefore, there can be no assurance that Tristar (or Pubco following the Business Combination) would have sufficient funds to satisfy such indemnification claims.

Each of the Tristar IPO Underwriters informally notified Tristar that it would be unable to serve as an advisor to Tristar in connection with an initial business combination, and at that time, Tristar requested that each Tristar IPO Underwriter, and each Tristar IPO Underwriter verbally agreed, to waive its entitlement to respective portion of the deferred underwriting fee payable pursuant to the Underwriting Agreement, with Tristar then requesting that each Tristar IPO Underwriter document such waivers in writing. Other than the request initiated by each of the Tristar IPO Underwriters regarding its unwillingness to serve as an advisor to Tristar, none of the Tristar IPO Underwriters discussed the reasons for their forfeiture of fees with Tristar, and Tristar did not seek out the reasons why upon receipt of the Tristar Deferred Fee Waivers, despite the Tristar IPO Underwriters having already completed their services. None of the Tristar IPO Underwriters communicated to Tristar, and Tristar is not aware, that these Tristar Deferred Fee Waivers were the result of any dispute or disagreement with Tristar or other Tristar IPO Underwriters, including any disagreement relating to the disclosure in this proxy statement/prospectus, the scope of their respective engagements under the Underwriting Agreement or their ability to complete such engagements, or any matter relating to Tristar’s or Helport’s operations, prospects, policies, procedures or practices. While the Tristar IPO Underwriters did not provide any detail as to the reasons for the Tristar Deferred Fee Waivers, shareholders should be aware that such Tristar Deferred Fee Waivers indicate that none of the Tristar IPO Underwriters want to be associated with the disclosures in this proxy statement/prospectus or any underlying business analysis related to the transaction described herein. Tristar will not speculate about the reasons why the Tristar IPO Underwriters forfeited fees after performing the work to earn such fees.

Tristar agreed to these waivers for the benefit of its shareholders. The waivers of each of the Tristar IPO Underwriters, including its waiver of fees for services that had already been rendered, is unusual and some investors may find the proposed Business Combination with Helport less attractive as a result, however, Tristar believes that such waivers would be beneficial for its shareholders as such waived fees would reduce transaction expenses payable in connection with the consummation of an initial business combination, including the proposed Business Combination with Helport, by $10,350,000.

The Tristar Board did not consider the potential impact of the waivers of each of the Tristar IPO Underwriters in its assessment of the proposed Business Combination with Helport, given (a) the timing of the resignations, (b) no separate engagement letters were entered into with the Tristar IPO Underwriters, with their obligations being limited in scope solely to the Underwriting Agreement and their completed services in connection with the Tristar IPO, and (c) none of the Tristar IPO Underwriters participated in or provided (or were required to participate in or provide) advisory services in connection with the identification or evaluation of potential business combination targets, an initial business combination, or the proposed Business Combination with Helport.

None of the Tristar IPO Underwriters were engaged by Tristar, the Sponsor, Helport or their respective affiliates in connection with the proposed Business Combination between Tristar and Helport. As none of the Tristar IPO Underwriters were engaged outside of the Underwriting Agreement, Tristar did not rely on any of the Tristar IPO Underwriters in the preparation, analysis and review of, nor did the Tristar IPO Underwriters assist in the preparation, analysis or review of, the materials provided to Tristar management or the Tristar Board for use in its evaluation of the proposed transaction with Helport. Additionally, none of the Tristar IPO Underwriters reviewed or commented on, and otherwise were not involved in the preparation, analysis or review of, this proxy statement/prospectus. Because the Tristar IPO Underwriters were not involved in the preparation and review of the proxy statement/prospectus, Tristar’s investors will not have the benefit of their independent review and investigation of the disclosures provided in this proxy statement/prospectus. Accordingly, shareholders should not place any reliance on the fact that the Tristar IPO Underwriters were previously engaged by Tristar to serve as an underwriter in Tristar’s IPO, should not assume that the Tristar IPO Underwriters are involved in this Business Combination with Helport, and no inference should be drawn to this effect. We note that unaffiliated investors are subject to certain material risks as a result of Helport going public through a merger rather than through an underwritten initial public offering. See the risk factor titled “Risk Factors-Risks Related to Business Combination and Tristar-There are risks to Tristar’s shareholders who are not affiliates of the Sponsor of becoming shareholders of Pubco through the Business Combination rather than acquiring securities of Helport directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.”

Tristar does not expect that the Tristar Deferred Fee Waivers will have any significant impact on the proposed Business Combination with Helport other than reducing the amount of expenses associated with the proposed Business Combination and potentially adversely affecting investors’ perception of the proposed Business Combination with Helport.

Other than as set forth above, Tristar has not been advised by, nor is it aware of, any of its advisors that such advisor has resigned from, or ceased or refused to act in, any capacity with respect to the proposed Business Combination with Helport or any other potential business combination.

For more information related to the associated risks, see the risk factors titled “Risk Factors-Risks Related to the Business Combination and Tristar-Each of the Tristar IPO Underwriters were to be compensated in connection with the consummation of an initial business combination by Tristar, including the proposed transaction with Helport, but have instead waived such compensation and some have disclaimed any responsibility for this proxy statement/prospectus. Investors should not place any reliance on the fact that the Tristar IPO Underwriters were previously engaged by Tristar to serve as an underwriter in Tristar’s IPO, should not assume that the Tristar IPO Underwriters are involved in this transaction, and no inference should be drawn to this effect” and “Risk Factors-Risks Related to the Business Combination and Tristar-Tristar may not have sufficient funds to satisfy indemnification claims of the Tristar IPO Underwriters or their affiliates involved in the Tristar IPO pursuant to the Underwriting Agreement”.

Certain Material U.S. Federal Income Tax Considerations

For a description of certain material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of ordinary shares of Tristar and the ownership and disposition of Ordinary Shares, see the section entitled “Material U.S. Federal Income Tax Considerations”.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse acquisition in accordance with U.S. GAAP. Under this method of accounting, Tristar will be treated as the “acquired” company for financial reporting purposes, and Helport will be the accounting “acquirer”. This determination was primarily based on the assumption that:

In accordance with guidance applicable to these circumstances, Tristar does not meet the definition of a “business”, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization. The net assets of Tristar will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Helport.

Risk Factors

In evaluating the proposals to be presented at the Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors”. These risks are summarized below.

Summary of Risk Factors

Risks Related to the Business Combination and Tristar

The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

Risks Related to Redemption

Risks Related to Helport’s Doing Business in the PRC

Risks Related to Helport’s Business

Risk Relating to Doing Business in Singapore

Risks Related to Our Securities Following the Business Combination and Helport Operating as a Public Company

SELECTED HISTORICAL FINANCIAL INFORMATION OF TRISTAR

The following selected statements of operations and comprehensive income data and selected  statements of cash flows data for the three month period ended March 31, 2024, years ended December 31, 2023 and 2022, six month periods ended June 30, 2023 and 2022 and the selected balance sheets data as of March 31, 2024, December 31, 2023 and 2022 and June 30, 2023 and 2022 have been derived from our  financial statements included elsewhere in this prospectus. Our combined financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Selected Historical Financial Information section together with our combined financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. 

The following table presents our summary of selected statements of operations for the periods indicated.

The following table presents our summary of cash flows for the periods indicated.

The following table presents our summary balance sheets for the periods indicated.