Financial information

Acquisition of Tristar I: Non-Compliance with Previously Issued Financial Statements or Related Audit Report or Completed Interim Review – Form 8-K






Pursuant to section 13 or 15(d)

of the Securities Exchange Act of 1934

Report Date (Date of First Reported Event): August 15, 2022

Tristar Acquisition I Corp.

(Exact name of the declarant as specified in its charter)

Cayman Islands 001-40905 98-1587643

(State or other jurisdiction of

Incorporation or organization)


File number)

(IRS Employer

ID number.)

2870 Peachtree Road, NW Suite 509

Atlanta, Georgia 30305

(412) 327-9294 address (Postal code)

(412)327-9294(Telephone number of holder, including area code)

Not applicable

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

As soon as practicable after the effective statement of this registration statement.

Check the appropriate box below if the form 8-Kthe filing is intended to simultaneously satisfy the filer’s filing obligation under one of the following provisions (see general instructions A.2. below):

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class



Name of each exchange

on which inscribed

Units, each consisting of one Class A common share, with a par value of $0.0001, and a halfa redeemable warrant TRIS.U New York Stock Exchange
Class A common shares, par value $0.0001 SORTING New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A common share at an exercise price of $11.50 per share TRIS.WS New York Stock Exchange

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Growing Emerging Business ☒

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ☐

Item 4.02(a)

Non-dependenceon previously issued financial statements or a related audit report or completed interim review.

On August 15, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) of Tristar Acquisition I Corp. (the “Company”) has concluded that the financial statements included in the Company’s annual report on form 10-Kfor the year ended December 31, 2021 (the “2021 Annual Report”) and the company’s quarterly report on form 10-Qfor the three-month period ended March 31, 2022, as previously filed with the SEC, should not be relied upon due to the errors identified therein, which are summarized below. The fiscal year ended December 31, 2021 and the three-month period ended March 31, 2022 are collectively referred to herein as the “non-dependency periods”.

Errors that caused the Company to conclude that its financial statements and other financial information for the Non-dependencePeriods should not be relied upon if they resulted from an incorrect accounting conclusion regarding the recording of listing fees paid on the New York Stock Exchange (the “NYSE”) during the Non-dependencePeriods.

The Company received two invoices from the NYSE – the first on February 25, 2022 for $103,359 and the second on March 14, 2022 for $85,000. The first invoice was for an initial listing fee of $85,000 and a pro-rated 2021 annual listing fee of $18,359 for the period October 14, 2021 through the end of the year. The Company has paid the full amount of the first invoice and expensed it during the quarter ended March 31, 2022. The second invoice was for the 2022 annual listing fee. The Company has paid the full amount of the second invoice and recorded the payment in charge in March 2022.

The Audit Committee concluded that the $85,000 initial listing fee on the first invoice should have been recorded as a cost associated with the Company’s initial public offering and charged to the accumulated deficit, while the $18,359 for the prorated portion of the 2021 registration fee from this invoice should have been recorded as an expense in 2021. With respect to the second invoice, the Society should have recorded a portion of the $85,000 as a prepaid expense as the amount represents the registration fee for the full year.

Accordingly, investors, analysts and other persons should not rely on financial statements and other financial data previously published by the Company for Non-dependencePeriods. Similarly, related press releases and investor presentations or other communications describing relevant portions of our financial statements for non-dependency periods that are to be restated should no longer be relied upon. On or about August 19, 2022, the Company expects to file with the SEC a quarterly report in form 10-Qfor the three monthsperiod ended June 30, 2022 and an amendment to the 2021 annual report including restated financial statements for Non-dependencePeriods, correct the errors described above and provide additional explanations for the changes.

Management is evaluating the material weakness in our internal controls over financial reporting regarding the accounting errors described above and evaluating any potential corrective action and expects to implement such corrective action as soon as possible. as possible.

The Audit Committee and management have discussed the matters described in this Section 4.02(a) with the Company’s independent registered public accounting firm.