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United States securities and exchange commission logo
March 19, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re: Helport AI Limited
Amendment No. 1 to
Registration Statement on Form F-4
Filed March 12,
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 February 21,
2024 letter.
Amendment No. 1 to Registration Statement on Form F-4
Risk Factors
Tristar's management has substantial doubt about their ability to
continue as a going concern...,
page 69
1. Tell us why you removed
the reference to Tristar's independent registered public
accounting firm in the
header to this risk factor. In this regard, we note that you continue
to include such
reference in the summary risk factors on page 52. Please explain or revise.
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Combined Balance Sheet, page 152
2. Please revise the pro
forma balance sheet to disclose what pro forma column C is intended
to represent. Also,
revise columns A and B to include the name of the entity in the column
header.
Cong Shi
Helport AI Limited
March 19, 2024
Page 2
3. We note that there is no minimum cash requirement for the Business
Combination. Please
explain why you are assuming only 10,087,536 shares are redeemed under
the maximum
redemption scenario and why you state that any redemptions above 95%
would cause a
"failure in the completion of the business combination due to short of
cash balance to pay
off accrued expenses." In this regard, tell us why amounts due for
accrued expenses
related to this transaction were not already factored into pro forma
adjustment (4). Revise
your footnote disclosures and pro forma financial statements as
necessary.
4. Pro forma adjustment (5) indicates that the Trust account was impacted by
(a) the
redemption of 12,391,198 public shares, (b) interest received and (c)
subsequent extension
payments. Please revise note (5) to include a quantified breakdown of the
various
components that comprise the $127,711,898 adjustment to cash and cash
equivalents and
ensure that such amounts are supported by disclosures elsewhere in
Tristar's financial
statements. Similarly, provide a breakdown of the related adjustment of
$2,608,752 to
accumulated (deficits)/earnings. In addition, provide a detailed
breakdown of the
$2,500,000 promissory notes included in column C and clarify how the
additional
extension payments made from November 2023 to February 2024 as disclosed
on page F-
39 are reflected in the pro forma financial statements.
Helport Limited Notes to Combined Financial Statements
Note 11. Subsequent event, page F-16
5. Please revise here to include a discussion the Convertible Promissory
Notes issued on
March 6, 2024. Refer to ASC 855-10-50-2.
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 Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
FirstName LastNameCong Shi
Division of
Corporation Finance
Comapany NameHelport AI Limited
Office of Technology
March 19, 2024 Page 2
cc: Ying Li
FirstName LastName