Form 10-Q Tristar Acquisition I For: Jun 30
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
(Address Of Principal Executive Offices) |
(Zip Code) |
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 |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated |
☒ | Smaller reporting company | ||||
Emerging growth company |
1 |
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Item 1. |
1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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Item 2. |
21 |
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Item 3. |
25 |
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Item 4. |
26 |
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28 |
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Item 1. |
28 |
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Item 1A. |
28 |
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Item 2. |
29 |
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Item 3. |
29 |
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Item 4. |
29 |
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Item 5. |
29 |
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Item 6. |
29 |
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31 |
June 30, 2022 |
December 31, 2021 |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
$ |
$ | ||||||
Prepaid expenses |
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Total current assets |
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Prepaid expenses, net of current portion |
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Investments held in trust account |
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TOTAL ASSETS |
$ |
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$ | |
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LIABILITIES AND SHAREHOLDERS’ DEFICIT |
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CURRENT LIABILITIES: |
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Accounts payable |
$ |
$ | ||||||
Accrued expenses |
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Total current liabilities |
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LONGTERM LIABILITIES: |
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Derivative warrant liabilities |
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Deferred underwriting fee payable |
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Total long term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 6) |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ deficit: |
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Preferred shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) |
( |
) | ||||
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Total shareholders’ deficit |
( |
) | ( |
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TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT |
$ |
$ | ||||||
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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 |
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General and administrative expenses |
$ | ( |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||||
Loss from operations |
( |
( |
) | ( |
) | $ | ( |
) | ||||||||
Other income |
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Interest income |
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Change in fair value of warrant liability |
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Total other income |
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Net income (loss) |
$ | $ |
( |
) | $ | $ | ( |
) | ||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption |
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Basic and diluted net income (loss) per share, Class A ordinary shares subject to redemption |
$ | $ | $ | $ | ||||||||||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1) |
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Basic and diluted net income (loss) per share, Class B ordinary shares |
$ | $ | ( |
) |
$ | $ | ( |
) | ||||||||
(1) |
This number excludes an aggregate of up to |
SIX MONTHS ENDED JUNE 30, 2022 |
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Ordinary Shares |
Additional Paid-in Capital |
Total Shareholders’ Deficit |
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Class A |
Class B |
Accumulated Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance - January 1, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
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Balance - March 31, 2022 |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption amount as of June 30, 2022 |
— |
— |
— |
— |
— |
( |
( |
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Net income |
— |
— |
— |
— |
— |
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Balance - June 30, 2022 |
$ |
$ |
$ |
$ |
( |
) | $ |
( |
) | |||||||||||||||||||
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FOR THE PERIOD FROM MARCH 5, 2021 (INCEPTION) THROUGH JUNE 30, 2021 |
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Ordinary Shares |
Additional Paid-in Capital |
Total Shareholders’ Deficit |
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Class A |
Class B |
Accumulated Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance - March 5, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class B ordinary shares(1) |
— |
— |
— |
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Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
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Balance - March 31, 2021 |
— |
— |
( |
) |
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Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
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Balance - June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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(1) |
This number excludes an aggregate of up to |
June 30, 2022 |
For the period from March 5, 2021 (inception) through June 30, 2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Change in derivative warrant liabilities |
( |
) | ||||||
Interest income earned on investment held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||||||
Deferred offering costs |
( |
) | ||||||
Accounts payable |
( |
) | ||||||
Accrued expenses |
( |
) | ||||||
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Net cash used in operating activities |
( |
) | ( |
) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from promissory note—related party |
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Proceeds from issuance of Class B ordinary shares to Sponsor |
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Net cash provided by financing activities |
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NET (DECREASE) INCREASE IN CASH |
( |
) | ||||||
CASH BEGINNING OF PERIOD |
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CASH END OF PERIOD |
$ | $ | ||||||
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SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: |
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Deferred offering costs included in accounts payable and accrued expenses |
$ | $ | ||||||
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Remeasurement of Class A ordinary shares to redemption amount as of June 30, 2022 |
$ | $ | ||||||
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Balance Sheet |
As Previously Reported |
Restatement Adjustment |
As Restated |
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Assets |
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Prepaid expenses - current portion |
$ |
$ |
(1 |
) |
$ |
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Total Assets |
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Total Liabilities |
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Class A ordinary shares |
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Shareholder’s equity |
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Preferred shared, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in-captial |
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Accumulates deficit |
( |
) |
(1 |
) |
( |
) | ||||||||||
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Total shareholder’s equity |
( |
) |
( |
) | ||||||||||||
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
$ |
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Statement of Operations |
As Previously Reported |
Restatement Adjustment |
As Restated |
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General and administrative expenses |
$ |
( |
) |
$ |
(1 |
) |
$ |
( |
) | |||||||
Total other income |
$ |
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Net income |
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Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption |
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Basic and diluted net income per share, outstanding, Class A ordinary shares subject to redemption |
$ |
$ |
$ |
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Basic and diluted weighted average shares outstanding, Class B ordinary shares |
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Basic and diluted net income per share, Class B ordinary shares |
$ |
$ |
$ |
(1) |
To reduce NYSE listing fee expense totaling $ reclassed to prepaid expenses as of March 31, 2022 net amortization amount for Q1 of $) |
Statement of Changes in Shareholder’s Deficit |
As Previously Reported |
Restatement Adjustment |
As Restated |
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Balance—January 1, 2022—Accumulated deficit |
$ |
( |
) |
$ |
( |
) |
(1 |
) |
$ |
( |
) | |||||
Balance—January 1, 2022—Accumulated deficit |
( |
) |
( |
) |
(1 |
) |
( |
) | ||||||||
Net income |
(3 |
) |
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Total accumulated deficit—March 31, 2022 |
( |
) |
(2 |
) |
( |
) | ||||||||||
Total accumulated deficit—March 31, 2022 |
( |
) |
(2 |
) |
( |
) |
(1) |
To record 2021 NYSE listing fee as of December 31, 2021 totaling $ |
(2) |
To reclass $ 2022 NYSE listing fee expense to prepaid, net of amortization amount for Q1 ($ |
(3) |
To reduce NYSE listing fee expense totaling $ reclassed to prepaid expenses as of March 31, 2022 net amortization amount for Q1 of $) |
Statement of Cash Flows |
As Previously Reported |
Restatement Adjustment |
As Restated |
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Net income |
$ |
$ |
(1 |
) |
$ |
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Prepaid expenses |
$ |
($ |
) |
(2 |
) |
$ |
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Accounts Payable and accrued expenses |
$ |
( |
) |
$ |
( |
) |
(3 |
) |
$ |
( |
) |
(1) |
To reduce NYSE listing fee expense totaling $ reclassed to prepaid expenses as of March 31, 2022 net amortization amount for Q1 of $) |
(2) |
To reclass $ 2022 NYSE listing fee expense to prepaid, net of amortization amount for Q1 of ($ |
(3) |
To record 2021 NYSE listing fee as of December 31, 2021 totaling $ |
Three Months Ended June 30, 2022 |
Three Months Ended June 30, 2021 |
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Ordinary shares subject to possible redemption |
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Numerator: Earnings allocable to Redeemable Class A ordinary shares |
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Net income allocable to Class A ordinary shares subject to possible redemption |
$ | |
$ | |||||
Denominator: Redeemable Class A ordinary shares, |
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Basic and diluted weighted average shares outstanding |
,00 | |||||||
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Basic and diluted net income per share, Redeemable Class A ordinary share |
$ | $ | ||||||
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Non-redeemable ordinary shares |
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Numerator: Net income allocable to Class B ordinary shares not subject to redemption |
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Net income (loss) allocable to Class B ordinary shares not subject to redemption |
$ | $ | ( |
) | ||||
Denominator: Weighted Average non-redeemable Class B ordinary shares |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share |
$ | $ | ( |
) | ||||
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Six Months Ended June 30, 2022 |
For the period from March 5, 2021 (inception) to June 30, 2021 |
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Ordinary shares subject to possible redemption |
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Numerator: Earnings allocable to Redeemable Class A ordinary shares |
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Net income allocable to Class A ordinary shares subject to possible redemption |
$ | |
$ | |||||
Denominator: Redeemable Class A ordinary shares, |
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Basic and diluted weighted average shares outstanding |
,00 | |||||||
Basic and diluted net income per share, Redeemable Class A ordinary share |
$ | $ | ||||||
Non-redeemable ordinary shares |
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Numerator: Net income allocable to Class B ordinary shares not subject to redemption |
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Net income (loss) allocable to Class B ordinary shares not subject to redemption |
$ | $ | ( |
) | ||||
Denominator: Weighted Average non-redeemable Class B ordinary shares |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share |
$ | $ | ( |
) | ||||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ for split-up of ordinary shares, share dividends, reorganizations, recapitalizations and the like) for any the period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
As of June 30, 2022 |
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Level 1 |
Level 2 |
Level 3 |
Total |
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Assets: |
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Marketable securities held in Trust Account |
$ |
$ | $ | $ | |
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Total |
$ |
$ |
$ |
$ |
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As of December 31, 2021 |
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Level 1 |
Level 2 |
Level 3 |
Total |
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Assets: |
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Marketable securities held in Trust Account |
$ |
$ | $ | $ | |
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Total |
$ |
$ |
$ |
$ |
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As of June 30, 2022 |
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Level 1 |
Level 2 |
Level 3 |
Total |
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Liabilities: |
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Warrant liability – Public Warrants |
$ |
$ |
$ |
$ |
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Warrant liability—Private Placement Warrants |
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Total |
$ |
$ |
$ |
$ |
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As of December 31, 2021 |
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Level 1 |
Level 2 |
Level 3 |
Total |
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Liabilities: |
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Warrant liability – Public Warrants |
$ |
$ |
$ |
$ |
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Warrant liability—Private Placement Warrants |
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Total |
$ |
$ |
$ |
$ |
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June 30, 2022 |
December 31, 2021 |
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Stock price |
$ | $ | ||||||
Exercise price |
$ | $ | ||||||
Dividend yield |
% | % | ||||||
Expected term (in years) |
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Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Fair value |
$ | $ |
Private Placement |
Public |
Warrant Liabilities |
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Fair value at December 31, 2021 |
$ | $ | $ | |||||||||
Change in fair value of Private Warrants |
( |
) | ( |
) | ||||||||
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Fair value at June 30, 2022 |
$ | $ | $ | |||||||||
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• | may significantly dilute the equity interest of investors; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. Similarly, if we issue debt or otherwise incur significant debt, it could result in: |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: August 19, 2022 | TRISTAR ACQUISITION I CORP. | |||||
By: | /s/ William M. Mounger II | |||||
Name: | William M. Mounger II | |||||
Title: | Chief Executive Officer and Chairman of the Board |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the
Securities Exchange Act of 1934
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, William M. Mounger II, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Tristar Acquisition I Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) omitted pursuant to the transition period exemption for newly public companies.
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 19, 2022 | By: | /s/ William M. Mounger II | ||||
William M. Mounger II | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Rule 13a-14(a) and Rule 15d-14(e) under the
Securities Exchange Act of 1934
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Timothy Dawson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Tristar Acquisition I Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) omitted pursuant to the transition period exemption for newly public companies.
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 19, 2022 |
By: |
/s/ Timothy Dawson | ||||
Timothy Dawson | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q of Tristar Acquisition I Corp. (the Company) for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, William M. Mounger II, Chief Executive Officer and President of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 19, 2022 | By: | /s/ William M. Mounger II | ||||
William M. Mounger II | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q of Tristar Acquisition I Corp. (the Company) for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission (the Report), I, Timothy Dawson, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 19, 2022 | By: | /s/ Timothy Dawson | ||||
Timothy Dawson | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
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