Sail International Limited Navy - Jul 18, 2023 Form 3 Insider Report for Tristar Acquisition I Corp. (TRIS)

Role: 10%+ Owner
Signature: /s/ Chunyi (Charlie) Hao Chunyi Hao, Sole Shareholder and Director
Stock symbol: TRIS
Transactions as of: Jul 18, 2023
Transactions value $: $0
Form type: 3
Date filed: 8/24/2023, 04:07 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TRIS	Class B Ordinary Shares							Jul 18, 2023	Class A Ordinary Shares	715K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the Issuer's registration statement on Form S-1 (File No. 333-255009), the Class B ordinary shares will automatically convert into Class A ordinary shares (a) automatically at the time of the registrant's initial business combination and (b) at any time and from time to time at the option of the holders thereof. Such conversion will be on a one-for-one basis, subject to adjustment as described therein, and the Class B ordinary shares have no expiration date.
F2	These shares were acquired by the Reporting Person pursuant to a securities purchase agreement, dated as of July 18, 2023, by and between the Issuer, Tristar Holdings I LLC ("Prior Sponsor") and the Reporting Person and its designees. The Reporting Person is the holder of record of the reported shares. Chunyi (Charlie) Hao is the sole shareholder and director of the Reporting Person and as such, he has voting and investment discretion with respect to the shares held by the Reporting Person. Accordingly, Mr. Hao may be deemed to have beneficial ownership of the shares held by the Reporting Person. Mr. Hao disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Content

As described in the Issuer's registration statement on Form S-1 (File No. 333-255009), the Class B ordinary shares will automatically convert into Class A ordinary shares (a) automatically at the time of the registrant's initial business combination and (b) at any time and from time to time at the option of the holders thereof. Such conversion will be on a one-for-one basis, subject to adjustment as described therein, and the Class B ordinary shares have no expiration date.

These shares were acquired by the Reporting Person pursuant to a securities purchase agreement, dated as of July 18, 2023, by and between the Issuer, Tristar Holdings I LLC ("Prior Sponsor") and the Reporting Person and its designees. The Reporting Person is the holder of record of the reported shares. Chunyi (Charlie) Hao is the sole shareholder and director of the Reporting Person and as such, he has voting and investment discretion with respect to the shares held by the Reporting Person. Accordingly, Mr. Hao may be deemed to have beneficial ownership of the shares held by the Reporting Person. Mr. Hao disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.