Sec Form 3 Filing - Hao Chun Yi @ Tristar Acquisition I Corp. - 2023-07-18-05:00

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hao Chun Yi
2. Issuer Name and Ticker or Trading Symbol
Tristar Acquisition I Corp. [ TRIS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
2 BURLINGTON WOODS DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
07/18-05:00/2023
(Street)
BURLINGTON, MA01803
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 2,192,375 ( 2 ) D
Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 715,125 ( 3 ) I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hao Chun Yi
2 BURLINGTON WOODS DRIVE
SUITE 100
BURLINGTON, MA01803
X X CEO
Signatures
/s/ Chunyi Hao 07/28-05:00/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )These shares were acquired by Chunyi Hao pursuant to (i) a securities purchase agreement, dated as of July 18, 2023, by and between the Issuer, Tristar Holdings I LLC ("Prior Sponsor") and Navy Sail International Limited ("Navy Sail") and its designees (the "Securities Purchase Agreement") and (ii) founder share transfer agreements, each dated as of July 18, 2023, by and between Mr. Hao and each holder of Class B ordinary shares other than Prior Sponsor.
( 3 )These shares are held of record by Navy Sail. Navy Sail acquired such shares from Prior Sponsor pursuant to the Securities Purchase Agreement. Mr. Hao is the sole shareholder and director of Navy Sail and as such, he has voting and investment discretion with respect to the shares held by Navy Sail. Accordingly, Mr. Hao may be deemed to have beneficial ownership of the shares held by Navy Sail. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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