10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:

001-40905

TRISTAR ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1587643
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2870 Peachtree Road, NW Suite 509, Atlanta,

Georgia

30305

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412)

327-9294

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	TRIS.U	The New York Stock Exchange
Class A ordinary shares included as part of the units	TRIS	The New York Stock Exchange
Redeemable warrants included as part of the units	TRIS.WS	The New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☐ ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in

Rule 12b-2

of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2

of the Securities Exchange Act). Yes ☐ ☒ No ☐

As of March 31, 2022 23,000,000 Class A ordinary shares, $0.0001 par value per share, and 5,750,000 Class B ordinary shares, $0.0001 par value per share, were issued and outstanding, respectively.

As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. Accordingly, there was no market value for the registrant’s Class A ordinary shares on such date. The registrant’s units began trading on the New York Stock Exchange (the “NYSE”) on October 18, 2021, and the registrant’s Class A ordinary shares, par value $0.0001 per share (each a “Class A ordinary share” and, collectively, the “Class A ordinary shares”) and warrants began trading on the NYSE on December 6, 2021.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TRISTAR ACQUISITION I CORP.

FORM 10-K

INDEX


	Page
Special Note Regarding Forward-Looking Statements		3
PART I		5
Item 1. Business		5
Item 1A. Risk Factors		20
Item 1B. Unresolved Staff Comments		52
Item 2. Properties		52
Item 3. Legal Proceedings		53
Item 4. Mine Safety Disclosures		53
PART II		54
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		54
Item 6. Selected Financial Data		55
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		55
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		59
Item 8. Consolidated Financial Statements and Supplementary Data		60
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		60
Item 9A. Controls and Procedures		80
Item 9B. Other Information		80
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		80
PART III		81
Item 10. Directors, Executive Officers and Corporate Governance		81
Item 11. Executive Compensation		89
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		90
Item 13. Certain Relationships and Related Transactions, and Director Independence		92
Item 14. Principal Accounting Fees and Services		93
PART IV		93
Item 15. Exhibits and Consolidated Financial Statement Schedules		93
Item 16. Form 10-K Summary
Exhibit Index

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form

10-K

(this “Annual Report”) or the context otherwise requires, references to:

•

“we,” “us,” “our,” “company” or “our company” are to Tristar Acquisition I Corp., a Cayman Islands exempted company.

•

“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company adopted prior to the consummation of the initial public offering;

•

“anchor investors” are to certain qualified institutional buyers or institutional accredited investors, each of which is not affiliated with any member of our management team and each of which purchased up to 9.9% of the units (or up to 2,277,000 units) in the initial public offering;

•

“Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;

•

“forward purchase agreements” are to the forward purchase agreements providing for the sale of forward purchase shares by us to the forward purchase investors in a private placement that will close immediately prior to the closing of our initial business combination;

•

“forward purchase investors” are to certain institutional investors, each of which will enter into a forward purchase agreement;

•

“forward purchase shares” are to the Class A ordinary shares purchased pursuant to the forward purchase agreements;

•

“founder shares” are to our Class B ordinary shares initially purchased by our Sponsor in a private placement prior to the initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein;

•

“initial shareholders” are to holders of our founder shares prior to the initial public offering (other than the anchor investors);

•

“management” or our “management team” are to our executive officers and directors;

•

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

•

“private placement warrants” are to the warrants issued to our Sponsor in a private placement simultaneously with the closing of the initial public offering and upon conversion of working capital loans, if any;

•

“public shares” are to our Class A ordinary shares sold as part of the units in the initial public offering (whether they are purchased in the initial public offering or thereafter in the open market);

•

“public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

•

“representative” or “Wells Fargo Securities” are to Wells Fargo Securities, LLC, the representative of the underwriters of the initial public offering;

•

“SEC” are to the U.S. Securities and Exchange Commission; and

•

“Sponsor” are to Tristar Holdings I LLC, a Cayman Islands limited liability company.

Special Note Regarding Forward-Looking Statements and Risk Factor Summary

Some of the statements contained in this Annual Report may constitute “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “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 Annual Report may include, for example, statements about:

•

our ability to consummate an initial business combination;

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of a prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties; or

•

our financial performance following the initial public offering.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

•

our being a company with no operating history and no revenues;

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of a prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses, including the location and industry of such target businesses;

•

our ability to consummate an initial business combination due to the continued uncertainty resulting from the

COVID-19

pandemic;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the availability to us of funds from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties;

•

our financial performance following the initial public offering;

•

risks and uncertainties related to the telecommunications, technology and other industries we may target for our initial business combination; or

•

the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Part I

Item 1.

Business

Overview

We are a recently incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. While we have not identified any potential business combination target, we have initiated discussions with potential business combination targets.

While we may pursue an acquisition opportunity in any industry, sector or geography, we intend to target a telecommunications and technology oriented company. Our management team and board of directors (“Board of Directors” and collectively with management, referred to as the “team”) possess a synergistic combination of executive, strategic, operational, financial and transactional experience, and have demonstrated a strong track record of identifying and creating significant shareholder value at a wide array of telecommunications, technology, consulting, healthcare, private equity, venture capital and agricultural companies. We believe that the experience and expertise of our team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination and bring value to the business following our initial business combination.

Our objective is to generate attractive returns for shareholders and enhance value through both operational improvements and new initiatives to expand the target business organically and/or by strategic acquisitions. Given our team’s extensive work and business relationships in this sector, we have direct visibility into the growth prospects and developmental promise of differentiated companies. Our team has decades of experience identifying and understanding the key fundamental theses of our targeted businesses and how management teams can better execute on their stated strategies to deliver value. Our team’s past experiences provide a differentiated set of skills that other companies may not possess. We believe that our team’s expertise, capabilities, and network provide us with a significant advantage in identifying attractive investments and consummating an initial business combination that will be well-received in the public markets.

Business Strategy

Our acquisition strategy is to identify and complete our initial business combination with a company that can benefit from the managerial and operational experience of our officers and directors. We believe that the wide networks of our management team will deliver access to a broad spectrum of opportunities across the telecommunications and technology landscape. Tristar believes fundamental shifts in the telecommunications and technology ecosystems are significantly altering the way people live, work and communicate. We intend to target a company in the telecommunications and technology industries that has a need for business optimization and high-return investment opportunities. Opportunities will be sourced by looking at A) high-growth providers servicing emerging countries; B) attractive markets in developed countries; C) mature and stable public company subsidiaries which have not been a focus of the existing owner. Opportunities within telecommunications and technology include, but are not limited to, wireless service providers, wireless infrastructure, fiber optic networks, full-scale telecommunications service providers, software providers, gaming companies, mobile payment providers, and equipment providers.

Our management team intends to capitalize on the exponential growth in demand for telecommunications and technology services through the:

•

Significant investment opportunities provided by high fragmentation;

•

Growing network and bandwidth demands in mobile data usage since smartphones have entered the market;

•

Significant backlog of investment capital needed to expand network capacity;

•

Urgent need for network optimization to service growing demands; and

•

Antiquated network architecture which needs updating for 5G and beyond.

These trends were accelerating prior to the 2019 novel coronavirus

(“COVID-19”)

outbreak and are likely to continue to accelerate as a result of the pandemic. The telecommunications and technology sectors have remained mission critical to keep economies functioning while fighting

COVID-19.

Telecommunications and technology companies have provided businesses with essential connectivity and resiliency, facilitated the transition to work-from-home and kept individuals connected and informed during social isolation. In contrast to other industries, telecommunications and technology have been generally exempt from

COVID-19

related restrictions.

Despite existing high penetration across the industry, 2020 saw an acceleration in broadband growth due to the increased reliance on connectivity and digital services, according to a research report published by Morgan Stanley in December 2020. Growth was driven by the rapid shift to remote work, socialization, learning and doctor experiences, among others, according to the Morgan Stanley report. This increased demand across both rural and urban markets is expected to continue into the future. Telecommunication service revenue growth in the US is expected to be driven by mobile data and fixed broadband revenues, according to an intelligence report published by Research and Markets in July 2020. Mobile data service revenue is expected to grow from $130 billion in 2019 to $211 billion in 2024 at a CAGR of 10%, this report says. In addition, fixed broadband service revenue is expected to grow at a CAGR of 4% from 2019-2024, reaching $77 billion by the end of 2024, according to this report. This is primarily driven by growth in connected devices,

fiber-to-the-home

or business subscriptions, fixed wireless subscriptions and ARPU over the forecast period, according to the Research and Markets report.

With

COVID-19

accelerating the need for greater bandwidth through fixed and mobile services, we believe the resulting growth in overall market size will present attractive investment opportunities. We do not intend to limit our search to the telecommunications and technology ecosystems, but will instead target a wide variety of companies that will benefit from the trends detailed in our Business Strategy. We believe that our extensive experience and demonstrated success in both investing and operating businesses has culminated in a unique set of capabilities that will be utilized in generating shareholder returns, such as:

Management and Operating Experience: Our management team has extensive experience helping businesses increase revenue and margins, reduce costs, navigate complex regulatory environments, execute strategic growth plans, evaluate acquisitions and raise capital. Our team has 50 years of combined management experience. Our team (and Board of Directors’) experience includes long and distinguished careers in a variety of leadership roles at some of the most reputable companies in the world. These companies include AT&T Wireless, Tritel, Inc., Parkway Properties, Inc., Sanderson Farms, Nova Towers, Intellicom Wireless Management,

Cal-Maine

Foods, and Sequential Technology International.

Professional Network: We believe our network provides us with a distinct advantage. Our network is comprised of former colleagues and contacts across our vast professional experience.

Capital Markets and Mergers and Acquisition Expertise: Our management team has held executive positions at public companies, guiding them through strategic transactions, and has significant experience developing public market investor communications and raising debt and equity capital in both public and private markets. Mr. Mounger, our CEO, founded Tritel, Inc. and was CEO during that company’s successful IPO in 1999. Tritel raised public equity, which put Tritel valuation at $2.26 billion. In 2002, shortly after the IPO and while Mr. Mounger remained CEO, Tritel merged with TeleCorp PCS and later was acquired by AT&T Wireless in an

all-stock

transaction at an enterprise value of $5.3 billion. Mr. Dawson, our CFO, facilitated eight strategic acquisitions during his 13 year tenure at

Cal-Maine

Foods (NASDAQ: CALM). Prior to his time at

Cal-Maine

Foods, Mr. Dawson successfully lead the IPO of Mississippi Chemical Corporation also serving as the Senior Vice President and CFO. Additionally, Mr. Dawson has conducted leveraged lease, project finance deals, and has led a public bond offering during his time as Mississippi Chemical Corporation.

Navigation Relationship: Our relationship with Navigation Capital, its SPAC Operations Group and operating experience and financial wherewithal will provide synergies of a larger organization to our process. Core assets of this platform include coordinated processes and resources, including deep industry knowledge from its professionals, a focus on talent management, a network of senior advisors and adherence to a code of values. We believe Navigation Capital’s access and knowledge of acquisition targets provide yet another competitive advantage.

Transaction Structuring, Execution and Integration: Our management team as well as Navigation Capital have significant experience in formulating a variety of structures for companies across a number of industries. Much of this structuring capability is based on familiarity with the key performance indicators and growth metrics of companies in our target industries.

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating potential business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to conduct a business combination with a company that we believe:

•

has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;

•

is a significant player in the telecommunications and technology industries;

•

provides a platform for

add-on

acquisitions, which we believe will be an opportunity for our management team to deliver incremental shareholder value post-acquisition;

•

has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors;

•

is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

•

is a fundamentally sound company that is underperforming its potential;

•

exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review;

•

will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and

•

can benefit from being publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with members of the target’s management and other employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will call upon Mr. Mounger, Mrs. Martine-Dolecki, Mr. Dawson, Mr. Boyd, Mr. Willis, Mr. Jones, Mr. Barksdale, Mr. Parker, and Mr. Rogers’ own experience, as well as their network of relationships with chief executive officers, board members and members of executive management teams to provide specialized insights into their areas of expertise as well as leverage their operational and capital planning experience.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view.

Members of our management team and our

SEC Form 10-K filed by Tristar Acquisition I Corp.