Private Placement - Form 8-K

Item 1.01 Entry into Material Definitive Agreements.

As previously disclosed by Tristar Acquisition I Corp., a Cayman Islands exempted company ("Tristar") in a Current Report on Form 8-K filed on November 16, 2023 with the U.S. Securities and Exchange Commission (the "SEC"), Tristar entered into a Business Combination Agreement, dated November 12, 2023 (as amended on December 18, 2023, 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"), Navy Sail International Limited, a British Virgin Islands company, in the capacity as Purchaser Representative thereunder, and Extra Technology Limited, a British Virgin Island business company, in the capacity as Seller Representative thereunder, in connection with a proposed business combination among the parties (the "Business Combination"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement.

On May 18, 2024, Tristar and Pubco entered into subscription agreements (the "PIPE Subscription Agreements") with three investors on substantially same terms (the "PIPE Investors"), 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 certain number of ordinary shares of Pubco ("PIPE Shares") at a purchase price equal to the lower of (i) $10.80 per share or (ii) the per share redemption price for public shareholders in connection with the Business Combination, for an aggregate purchase price of $15,000,000, in a private placement (the "PIPE Investment").

The purpose of the PIPE Investment is to raise additional capital for use by Pubco following the closing of the Business Combination (the "Closing"). 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. 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 the 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.

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.

A form of the PIPE Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the form of the PIPE Subscription Agreement.