10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

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

For the quarterly period ended June 30, 2022

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

For the transition period from _________ to _________

TRISTAR ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40905	98-1587643
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2870 Peachtree Road, NW Suite 509 Atlanta, Georgia		30305
(Address Of Principal Executive Offices)		(Zip Code)

(412)

327-9294

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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


Title of Each Class:	Trading Symbol:	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 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, 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.

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 is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of August

, 2022, 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, r

espectively.

Table of Contents

TRISTAR ACQUISITION I CORP.

Form

10-Q

For the six months ended June 30, 2022

Table of Contents


PART I. FINANCIAL INFORMATION		1

Item 1.	Condensed Financial Statements (Unaudited)	1

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations (Unaudited) for the three and six months ended June 30, 2022 and three months ended June 30, 2021 and for the period from March 5, 2021 (inception) through June 30, 2021	2

	Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) for the six months ended June 30, 2022 and for the period from March 5, 2021 (inception) through June 30, 2021	3

	Condensed Statement of Cash Flows (Unaudited) for the six months ended June 30, 2022 and for the period from March 5, 2021 (inception) through June 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	26

PART II. - OTHER INFORMATION		28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	29

Signatures		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

TRISTAR ACQUISITION I CORP.

CONDENSED BALANCE SHEETS

For the six months ended June 30, 2022 and year ended December 31, 2021


	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	761,186		$	1,231,992
Prepaid expenses		355,379			307,045

Total current assets		1,116,565			1,539,037

Prepaid expenses, net of current portion		82,976			259,888
Investments held in trust account		232,461,777			232,302,491

TOTAL ASSETS	$	233,661,318		$	234,101,416

LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	24,523		$	131,541
Accrued expenses		84,516			127,875

Total current liabilities		109,039			259,416

LONGTERM LIABILITIES:
Derivative warrant liabilities		2,261,400			9,684,400
Deferred underwriting fee payable		10,350,000			10,350,000

Total long term liabilities		12,611,400			20,034,400

Total liabilities		12,720,439			20,293,816

Commitments and contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 at redemption value		232,459,286			232,300,000
Shareholders’ deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 90,000,000 shares authorized; no shares issued and outstanding		—			—
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		—			—
Accumulated deficit		(11,518,982	)		(18,492,975	)

Total shareholders’ deficit		(11,518,407	)		(18,492,400	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	233,661,318		$	234,101,416

See accompanying notes to unaudited condensed financial statements.

Table of Contents

TRISTAR ACQUISITION I CORP.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

For the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from March 5, 2021 (inception) through June 30, 2021


	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			For the period from March 5, 2021 (inception) through June 30, 2021
General and administrative expenses	$	(191,634)	$	(109,762	)	$	(449,371	)	$	(121,066	)

Loss from operations		(191,634)		(109,762	)		(449,371	)	$	(121,066	)
Other income
Interest income		153,796		—			159,650			—
Change in fair value of warrant liability		5,276,600		—			7,423,000			—

Total other income		5,430,396		—			7,582,650			—

Net income (loss)	$	5,238,762	$	(109,762	)	$	7,133,279		$	(121,066	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		23,000,000		—			23,000,000			—

Basic and diluted net income (loss) per share, Class A ordinary shares subject to redemption	$	0.18	$	—		$	0.25		$	—

Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)		5,750,000		5,000,000			5,750,000			5,000,000

Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.18	$	(0.02	)	$	0.25		$	(0.02	)

(1)	This number excludes an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters. On November 3, 2021, the underwriters exercised the full over-allotment.

See accompanying notes to unaudited condensed financial statements.

Table of Contents

TRISTAR ACQUISITION I CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

For the six months ended June 30, 2022 and the period from March 5, 2021 (inception) through June 30, 2021


	SIX MONTHS ENDED JUNE 30, 2022
	Ordinary Shares								Additional Paid-in Capital					Total Shareholders’ Deficit
	Class A				Class B						Accumulated Deficit
	Shares		Amount		Shares		Amount				Accumulated Deficit
Balance - January 1, 2022		—	$	—		5,750,000	$	575	$	—	$	(18,492,975	)	$	(18,492,400	)
Net income		—		—		—		—		—		1,894,517			1,894,517

Balance - March 31, 2022		—		—		5,750,000		575		—		(16,598,458	)		(16,597,883	)
Remeasurement of Class A ordinary shares to redemption amount as of June 30, 2022		—		—		—		—		—		(159,286)			(159,286)
Net income		—		—		—		—		—		5,238,762			5,238,762

Balance - June 30, 2022		—	$	—		5,750,000	$	575	$	—	$	(11,518,982	)	$	(11,518,407	)


	FOR THE PERIOD FROM MARCH 5, 2021 (INCEPTION) THROUGH JUNE 30, 2021
	Ordinary Shares								Additional Paid-in Capital					Total Shareholders’ Deficit
	Class A				Class B						Accumulated Deficit
	Shares		Amount		Shares		Amount				Accumulated Deficit
Balance - March 5, 2021 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Issuance of Class B ordinary shares(1)		—		—		5,000,000		500		24,500		—			25,000
Net loss		—		—		—		—		—		(11,304	)		(11,304	)

Balance - March 31, 2021		—		—		5,000,000		500		24,500		(11,304	)		13,696
Net loss		—		—		—		—		—		(109,762	)		(109,762	)

Balance - June 30, 2021		—	$	—		5,000,000	$	500	$	24,500	$	(121,066	)	$	(96,066	)

(1)	This number excludes an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters. On November 3, 2021, the underwriters exercised the full over-allotment.

See accompanying notes to unaudited condensed financial statements.

Table of Contents

TRISTAR ACQUISITION I CORP.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the six months ended June 30, 2022 and for the period from March 5, 2021 (inception) through June 30, 2021


	June 30, 2022			For the period from March 5, 2021 (inception) through June 30, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	7,133,279		$	(121,066	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in derivative warrant liabilities		(7,423,000	)		—
Interest income earned on investment held in Trust Account		(159,286	)		—
Changes in operating assets and liabilities:
Prepaid expenses		128,578			(40,150	)
Deferred offering costs		—			(516,908	)
Accounts payable		(107,018	)		—
Accrued expenses		(43,359	)		410,316

Net cash used in operating activities		(470,806	)		(267,808	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note—related party		—			246,149
Proceeds from issuance of Class B ordinary shares to Sponsor		—			25,000

Net cash provided by financing activities		—			271,149

NET (DECREASE) INCREASE IN CASH		(470,806	)		3,341
CASH BEGINNING OF PERIOD		1,231,992			—