Helport Limited entered into a definitive business combination agreement to acquire Tristar Acquisition I Corp. on November 13, 2023. Pursuant to the Business Combination Agreement, each of Tristar and Helport will merge with newly formed merger subs of Helport AI Limited, a British Virgin Islands company (? Pubco ?), which will serve as the parent company of each of Tristar and Helport following the consummation of the Business Combination. The consummation of this business combination is expected to occur in Q1 2024, subject to standard closing conditions, requisite regulatory approvals, and the affirmative vote by Tristar's public shareholders. Ellenoff Grossman & Schole, LLP, Ogier and Rajah & Tann Singapore LLP are serving as legal advisors to Tristar. Hunter Taubman Fischer & Li LLC, Ogier and Reed Smith Resource Law Alliance are serving as legal advisors to Helport.

On December 18, 2023, Both the Parties entered into the First Amendment to the Business Combination Agreement pursuant to which the Parties amended the Business Combination Agreement to remove the earnout and the related escrow and to reduce the Aggregate Merger Consideration Amount from $350 million to $335 million.