Helport AI Limited (the “Company” or “HPAI”) was incorporated under the laws of the British Virgin Islands (the “BVI”) on October 3, 2023. The Company was formed to facilitate the merger between Tristar Acquisition I Corp. (“Tristar”), a special purpose acquisition company with its securities traded on the New York Stock Exchange (under the symbol “TRIS”), and Helport Limited, a British Virgin Islands exempted company (“Helport”), pursuant to the Business Combination Agreement (as defined below) dated December 18, 2023, and the public listing of Helport.

On December 18, 2023, Helport entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with Tristar, HPAI, Merger I Limited, a British Virgin Islands business company and a wholly-owned subsidiary of HPAI (the “First Merger Sub”), Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of HPAI (the “Second Merger Sub”), Navy Sail International Limited, a British Virgin Islands company, as the purchaser representative, and Extra Technology Limited, a British Virgin Islands business company, as the seller representative.

Pursuant to the Business Combination Agreement, the mergers contemplated by the Business Combination Agreement (the “Business Combination,” or the “Transaction,” and the consummation of such mergers, the “Closing”) were carried out in two steps:

The Business Combination was consummated on August 2, 2024 (the “Closing Date”), and the Company’s securities started trading on the Nasdaq under the ticker symbol “HPAI” on August 5, 2024. The Company, through its subsidiaries (collectively, the “Group”), are primarily engaged in the development of software and applications and mainly provide software-as-a-service (“SaaS”) platform and artificial intelligent (“AI”) tools to customers in the contact center industry.

As of December 31, 2025, the Company’s subsidiaries are as follows:

Reverse Recapitalization

Following the consummation of the Transaction, Helport and Tristar became wholly-owned subsidiaries of the Company, and the outstanding shares of Helport and Tristar were converted into the right to receive ordinary shares of the Company. The combined company retained its name as “Helport AI Limited.” No goodwill or intangible assets were recorded in connection with the consummation of the Transaction.

Helport was determined to be the accounting acquirer, given that it effectively controlled the combined entity after the Transaction. The Transaction was not accounted for as a business combination because Tristar did not constitute a business. Accordingly, the Transaction was accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Helport for the net monetary assets of the Company.

Under this method of accounting, Helport was determined to be the accounting acquirer and the historical financial statements of Helport became the Company’s historical financial statements, with retrospective adjustments to give effect to the reverse recapitalization. All of the ordinary shares of Helport that were issued and outstanding immediately prior to the Transaction were cancelled and converted into an aggregate of 30,280,768 ordinary shares of the Company, which have been restated retrospectively to reflect the equity structure of the Company. Net income per share has been retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio.

2023 Reorganization

The Group’s history began in September 2020 with the establishment of Helport Singapore, a limited liability company established in Singapore by Ms. Fan Yu (the “Founding Shareholder”). Prior to the Business Combination, Helport undertook an equity restructuring in order to re-domicile its business from Singapore to the British Virgin Islands (the “2023 Reorganization”), which was executed in the following steps:

The main purpose of the 2023 Reorganization was to establish a BVI holding company for the existing business in preparation for an overseas business combination. Immediately before and after the 2023 Reorganization as described above, Helport’s business continued to be carried out by its operating subsidiaries without change in control.