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United States securities and exchange commission logo
June 4, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re: Helport AI Limited
Amendment No. 2 to
Registration Statement on Form F-4
Filed May 24, 2024
File No. 333-276940
Dear Cong Shi:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our March 19, 2024
letter.
Amendment No. 2 to Registration Statement on Form F-4 filed May 24, 2024
Risk Factors
Tristar's management has substantial doubt about their ability to
continue as a going concern...,
page 70
1. We note your revised
disclosures in response to prior comment 1. We further note that
Tristar's auditors
continue to include a going-concern paragraph in their opinion.
Therefore, please
revise to include a reference to Tristar's independent registered public
accounting firm in the
header to this risk factor and as well as in the summary of risk
factors on page 53.
Cong Shi
FirstName
Helport AI LastNameCong Shi
Limited
Comapany
June 4, 2024NameHelport AI Limited
June 4,
Page 2 2024 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Combined Balance Sheet Adjustments, page 154
2. We note you present certain financings after the most recent pro forma
balance sheet date
in column C without a detailed explanation of each transaction while
other financing are
presented in the Pro Forma Adjustment column under Scenario I. For
example, column C
includes Tristar promissory notes made after March 31, 2024 while the
Pro Forma
Adjustment column includes other promissory notes made between January
1, 2024 and
the date of this filing. In addition, column C assumes the receipt of
$15.0 million in cash
for the PIPE Subscription, when receipt of such funds is contingent on
the closing of the
Business Combination. In an effort to avoid further confusion with
your pro forma
financial statements, please revise to remove column C and incorporate
any subsequent
financings into the Pro Forma Adjustments column. Also, ensure you
include detailed
notes regarding the substance of each pro forma adjustment, including
when you intend to
receive the proceeds from the PIPE transaction.
3. Please revise to include a discussion of the available lines of credit
entered into with
Hades Capital Limited and Stony Holdings Limited and include pro forma
adjustments, as
necessary, for any amounts drawn down from such lines of credit since
the most recent
pro forma balance sheet date. In addition, revise your MD&A discussion
on page 173 and
throughout your financial statement footnotes where you discuss the
Lock-Up
Agreements, to clarify, as you have elsewhere in the filing, that you
have entered into
lines of credit with Hades Capital and Stony Holdings such that they
are subject to early
release of the Lock-Up Agreement.
Unaudited Pro Forma Combined Statement of Operations, page 156
4. We note that as part of the Sponsor Handover, each of the former
directors transferred a
total of 115,500 Founder Shares to Mr. Hao. We further note that
vesting of such shares
is contingent on Mr. Hao being a director at the time you consummate a
business
combination and because this performance condition was not probable of
occurring at the
time of transfer, Tristar Acquisition has not yet recorded any
compensation expense
related to such shares. As it appears vesting of such shares will
occur upon consummation
of the merger with Helport AI, please revise to reflect the related
share-based
compensation in your pro forma statement of operations or explain.
Helport Limited - Notes to Unaudited Condensed Combined Financial Statements
Note 10. Subsequent Events, page F-30
5. You disclose that you evaluated subsequent events through the date of
issuance of the
unaudited condensed combined financial statements. Please revise to
also disclose the
actual date through which subsequent events were evaluated. Refer to
ASC 855-10-50-
1(a).
Cong Shi
FirstName
Helport AI LastNameCong Shi
Limited
Comapany
June 4, 2024NameHelport AI Limited
June 4,
Page 3 2024 Page 3
FirstName LastName
Tristar Acquisition I Corp - Financial Statements, page F-58
6. We note that Tristar Acquisition amended their September 30, 2023 Form
10-Q to correct
various errors in the previously provided financial statements
including the accounting for
the Prior Sponsor's forgiveness of service administrative fees.
However, we note the
forgiveness of such fees were originally reflected in the June 30,
2023 Form 10-Q. Please
explain why you did not amend the June 30, 2023 Form 10-Q or revise
such financial
statements and the related Item 4.02 Form 8-K disclosures accordingly.
Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Ying Li