Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Tristar Acquisition I Corp.

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G9074V 106

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP: G9074V 106

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1		NAMES OF REPORTING PERSONS     Spring Creek Capital, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     1,850,000 (1)
				6		SHARED VOTING POWER     0
				7		SOLE DISPOSITIVE POWER     1,850,000 (1)
				8		SHARED DISPOSITIVE POWER     0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,850,000 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     8.0%
12		TYPE OF REPORTING PERSON     OO

 

(1)	Represents 1,850,000 Class A ordinary shares of Tristar Acquisition I Corp. (the Issuer) held by Spring Creek Capital, LLC.

CUSIP: G9074V 106

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1		NAMES OF REPORTING PERSONS     Koch Industries, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Kansas

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     1,850,000 (1)
				6		SHARED VOTING POWER     0
				7		SOLE DISPOSITIVE POWER     1,850,000 (1)
				8		SHARED DISPOSITIVE POWER     0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,850,000 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     8.0%
12		TYPE OF REPORTING PERSON     CO

 

(1)

Represents 1,850,000 Class A ordinary shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. (Koch Industries) by virtue of Koch Industries indirect beneficial ownership of Spring Creek Capital, LLC. Beneficial ownership is presented excluding non-voting preferred equity securities.

CUSIP: G9074V 106

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Item	1(a). Name of Issuer: Tristar Acquisition I Corp. (the Issuer).

 

Item	1(b). Address of Issuers Principal Executive Officers: 2870 Peachtree Road, NW, Suite 509, Atlanta, Georgia 30305

 

Item	2(a). Name of Person Filing:

Spring Creek Capital, LLC (Spring Creek)

SCC Holdings, LLC (SCC)

KIM, LLC (KIM)

Koch Investments Group, LLC (KIG)

Koch Investments Group Holdings, LLC (KIGH)

Koch Industries, Inc. (Koch Industries)

(Each a Reporting Person, and collectively, the Reporting Persons).

 

Item	2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons filing is:

4111 E. 37^th Street North

Wichita, KS 67220

 

Item	2(c). Citizenship: See Item 4 of each cover page.

Item 2(d).Title of Class of Securities: Class A ordinary shares, par value $0.0001 per share (Public Shares).

Item 2(e).CUSIP No.: G9074V 106.

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 23,000,000 Public Shares outstanding as of November 29, 2021, as reported in the Form 10-Q filed by the Issuer on November 29, 2021.

(c) Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

 

(ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

 

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

 

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.

Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries beneficial ownership of KIGH, (ii) KIGHs beneficial ownership of KIG, (iii) KIGs beneficial ownership of KIM, (iv) KIMs beneficial ownership of SCC and (v) SCCs beneficial ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.

CUSIP: G9074V 106

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Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP: G9074V 106

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 9, 2022
				Spring Creek Capital, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Secretary
				SCC Holdings, LLC
				By:		/s/ Raffaele G. Fazio
				Name: Raffaele G. Fazio
				Title: Secretary
				KIM, LLC
				By:		/s/ Raffaele G. Fazio
				Name: Raffaele G. Fazio
				Title: Vice President and Secretary
				Koch Investments Group, LLC
				By:		/s/ Raffaele G. Fazio
				Name: Raffaele G. Fazio
				Title: Secretary
				Koch Investments Group Holdings, LLC
				By:		/s/ Raffaele G. Fazio
				Name: Raffaele G. Fazio
				Title: Secretary
				Koch Industries, Inc.
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Assistant Secretary