Tristar Acquisition I in an 8-K said it entered into amended lock-up agreements with two shareholders of merger partner Helport AI, under which those investors would be permitted to transfer lock-up securities during the lock-up period to certain other Helport shareholders, subject to trading volume limitations. If each of the two investors made a credit facility available to Helport of at least $2 million and $4 million, respectively, the lock-up securities would be subject to early release upon the 12-month anniversary of the Closing.
Tristar in December lowered the consideration on the proposed merger with Helport to $335 million from the $350 million at deal announcement in November.
The parties also eliminated the earnout provision based on revenue targets next year and in 2025.
The target is an AI technology company specializing in providing intelligent products, solutions, and a digital platform to improve communication efficiency between businesses and their customers.
The transaction is expected to provide up to $130 million in gross proceeds from cash held in Tristar’s trust account (assuming no redemptions). The parties also intend to raise a new PIPE investment of approximately $25 million.
Helport is registered in the British Virgin Islands with its operations based in Singapore. Read more.
