November 27, 2021

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TRISTAR ACQUISITION I CORP. NOTES TO UNAUDITED PRO FORMA BALANCE SHEET







TRISTAR ACQUISITION I CORP.

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

Page
Unaudited Pro Forma Balance Sheet F-2
Notes to Unaudited Pro Forma Balance Sheet F-3

F-1

TRISTAR ACQUISITION I CORP.
UNAUDITED PRO FORMA BALANCE SHEET
October 18, 2021
October 18, 2021 Transaction Accounting
Adjustments
Pro Forma

ASSETS

CURRENT ASSETS:

Cash

$ 1,509,325 $ 330,000 e $ 1,509,325
$ (330,000 ) f

Prepaid expenses

326,238 326,238

Total current assets

1,835,563 1,835,563

Prepaid expenses, net of current portion

291,200 291,200

Cash held in Trust Account

202,000,000 30,000,000 a 232,300,000
(600,000 ) b
570,000 d
330,000 f

TOTAL ASSETS

$ 204,126,763 $ 30,300,000 $ 234,426,763

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

$ 695 $ $ 695

Franchise tax payable

200,000 200,000

Total current liabilities

200,695 200,695

Derivative warrant liabilities

15,736,250 541,500 d 17,672,750
1,395,000 g

Deferred underwriting fee payable

9,000,000 1,350,000 c 10,350,000

TOTAL LIABILITIES

24,936,945 3,286,500 28,223,445

Commitments

Class A ordinary shares, $0.0001 par value; 90,000,000 shares authorized; 23,000,000 shares issued and outstanding, subject to possible redemption at $10.10 per share

202,000,000 30,000,000 a 232,300,000
(572,100 ) b
(1,287,225 ) c
292,579 e
(1,395,000 ) g
3,261,746 h

Shareholders’ deficit:

Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding

575 575

Additional paid-in capital

28,500 d
(28,500 ) h

Accumulated deficit

(22,810,757 ) (27,900 ) b (26,097,257 )
(62,775 ) c
37,421 e
(3,233,246 ) h

Total shareholders’ deficit

(22,810,182 ) (3,286,500 ) (26,096,682 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 204,126,763 $ 30,300,000 $ 234,426,763

F-2

TRISTAR ACQUISITION I CORP.

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

The following unaudited Pro Forma Balance Sheet presents the Balance Sheet of Tristar Acquisition I Corp. (the “Company”) as of October 18, 2021, adjusted for the exercise of the underwriters’ over-allotment option and related transactions which occurred on November 3, 2021. The following unaudited Pro Forma Balance Sheet has been prepared in accordance with Article 11 of Regulation S-X.

Assumptions and estimates underlying the unaudited transaction accounting adjustments set forth in the unaudited Pro Forma Balance Sheet are described in the accompanying notes. The unaudited Pro Forma Balance Sheet has been presented for illustrative purposes only and is not necessarily indicative of the financial position that would have been achieved had the over-allotment option and related transactions occurred on the date indicated. Further, the unaudited Pro Forma Balance Sheet does not purport to project the future financial position of Tristar Acquisition I Corp. following the sale of the units upon the underwriters’ partial exercise of the over-allotment, and other related transactions. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited Pro Forma Balance Sheet and are subject to change as additional information becomes available and analyses are performed.

F-3

TRISTAR ACQUISITION I CORP.

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Tristar Acquisition I Corp. (the “Company”) as of October 18, 2021, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on November 3, 2021 as described below.

The Company consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”) on October 18, 2021. Each Unit consists of Class A ordinary share, and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $10.00 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200.0 million. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. The Underwriters exercised the over-allotment option and on November 3, 2021 purchased an additional 3,000,000 Units (the “Over-Allotment Units”), generating gross proceeds of $30 million, and incurred additional offering costs of approximately $1.62 million, of which approximately $1.35 million was for deferred underwriting fees.

Simultaneously with the closing of the IPO on October 18, 2021, the Company completed a private placement (the “Private Placement”) of an aggregate of 6,775,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to Tristar Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”), generating proceeds of $6.775 million. Simultaneously with the closing of the Over-allotment on November 3, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 570,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $570,000.

Transaction accounting adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the private placement warrants described above are as follows:

F-4

TRISTAR ACQUISITION I CORP.

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

Transaction Accounting Adjustments

Debit Credit

(a)

Cash Held in Trust

$ 30,000,000

Class A ordinary shares subject to possible redemption

$ 30,000,000

To record sale of Overallotment Units at $10.00 per Unit

(b)

Cash Held in Trust

$ 600,000

Accumulated deficit

$ 27,900

Class A ordinary shares subject to possible redemption

$ 572,100

To record payment of 2% of cash underwriting fee on overallotment option

(c)

Accumulated deficit

$ 62,775

Class A ordinary shares subject to possible redemption

$ 1,287,225

Deferred underwriting fee payable

$ 1,350,000

To record additional deferred underwriting fee on overallotment option

(d)

Cash Held in Trust

$ 570,000

Additional paid-in capital

$ 28,500

Derivative warrant liabilities

$ 541,500

To record purchase of 570,000 private placement warrants at $1.00 per warrant

(e)

Operating Cash

$ 330,000

Class A ordinary shares subject to possible redemption

$ 292,579

Accumulated deficit

$ 37,421

Reimbursement from underwriters to be paid into Trust to fund 101% of public offering

(f)

Cash Held in Trust

$ 330,000

Operating cash

$ 330,000

To fund the Trust to 101% of public offering

(g)

Class A ordinary shares subject to possible redemption

$ 1,395,000

Derivative warrant liabilities

$ 1,395,000

To record additional public warrants at fair value

(h)

Additional paid-in capital

$ 28,500

Accumulated deficit

3,233,246

Class A ordinary shares subject to possible redemption

$ 3,261,746

To record accretion of Class A common shares subject to redemption

F-5

Disclaimer

Tristar Acquisition I Corp. published this content on 09 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 November 2021 11:02:06 UTC.

Publicnow 2021

https://www.marketscreener.com/news/latest/TRISTAR-ACQUISITION-I-CORP-NOTES-TO-UNAUDITED-PRO-FORMA-BALANCE-SHEET-Form-8-K–36951183/