Helport Limited entered into a definitive agreement to acquire Tristar Acquisition I Corp. from a group of shareholders for approximately $310 million in a reverse merger transaction.
November 12, 2023
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Helport Limited signed a non-binding letter of intent to acquire Tristar Acquisition I Corp. (NYSE:TRIS) from a group of shareholders in a reverse merger transaction on August 27, 2023. Helport Limited entered into a definitive agreement to acquire Tristar Acquisition I Corp. from a group of shareholders for $350 million in a reverse merger transaction on November 12, 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. 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. Helport shareholders to receive approximately 28,372,699 Pubco Ordinary Shares.
Resource Law, LLC, Reed Smith Resource Law Alliance and Hunter Taubman Fischer & Li LLC acted as legal advisor to Helport Limited. Rajah & Tann and Ellenoff Grossman & Schole LLP acted as legal advisor to Tristar. Continental Stock Transfer & Trust Company acted as transfer agent to Tristar. ValueScope, Inc. acted as fairness opinion provider to Tristar. Advantage Proxy, Inc. acted as information agent to Tristar for a fee of $12,500. Ogier Global (Cayman) Limited acted as legal advisors to Tristar.
Cable One, Inc. is a broadband communications provider. The Company provides residential customers with an array of connectivity and entertainment services, including Gigabit speeds, advanced wireless fidelity (Wi-Fi), and video. It provides services that are similar to those provided by cable companies, telephone companies and fiber providers, among others. Its three primary product lines include residential data, residential video and business services. Its broadband plant generally consists of a fiber-to-the-premises or hybrid fiber-coaxial (HFC) network with ample unused capacity. It offers Sparklight TV, an Internet protocol-based (IPTV) video service that allows customers with its Sparklight TV app to stream its video channels from the cloud. Its customers are located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas. It provides services to more than 1.1 million residential and business customers out of approximately 2.8 million homes.
Helport Limited entered into a definitive agreement to acquire Tristar Acquisition I Corp. from a group of shareholders for approximately $310 million in a reverse merger transaction.
CABLE ONE, INC. 
