Cyabra Strategy Ltd. (“Cyabra”), a provider of an AI-powered
solution for combating worldwide disinformation, and Trailblazer
Merger Corporation I (“Trailblazer”) (NASDAQ: TBMC), a special
purpose acquisition company, announced today the signing of a
definitive agreement for a business combination that upon closing
is expected to result in Cyabra being publicly listed on the
NASDAQ.
The spread of disinformation is one of the most
pressing challenges facing society today, undermining trust in
brands, individuals, communities, and democratic institutions. At a
time when students are bullying their peers using AI generated fake
content and automated distribution bots, nation states disseminate
false narratives to impact public opinion on elections and military
conflicts, and mega corporations spread misinformation about
competitors, impacting tens of thousands of workers and
shareholders for financial profit, Cyabra is on the front lines of
this informational warfare, identifying illicit bot campaigns and
providing tools to combat the bad actors in the ongoing fight to
restore trust in the digital realm.
Dan Brahmy, CEO and co-founder of Cyabra stated,
"Our proprietary technology, developed by senior veterans from the
Israeli special operations command (SOCOM), allows us to use
sophisticated algorithms and advanced data analytics to determine
when automated bots are being used to spread lies across social
media platforms. We have corporate customers and governments
worldwide using our product today to identify when an attack is
occurring, providing them with the information needed to mitigate
or even prevent any damage and protect their citizens and brands
from the increasingly sophisticated spread of disinformation.
Mike Pompeo, Cyabra Board member and 70th United
States Secretary of State commented, “Cyabra's efforts are not only
safeguarding our digital realm, but also strengthening the
foundations of free and fair discourse. Cyabra’s contributions are
invaluable in the fight against malicious actors who seek to
undermine our democratic institutions."
Arie Rabinowitz, CEO of Trailblazer stated, “It
is becoming increasingly evident that the tremendous rise of social
media in our daily lives has created a complex set of challenges.
The proliferation of bad actors coupled with automated content
creation and distribution tools that are easily accessible,
including generative AI and bot accounts, has made the intentional
dissemination of disinformation progressively worse. Cyabra
presents a technology that governments, security agencies, and
international enterprises are implementing to detect and monitor
these threats. We are excited to present Cyabra to the public
markets and look forward to supporting the Company’s growth.”
The Good, The Bad and The Fake
OnlineThe World Economic Forum’s 2024 Global Risks Report
identifies disinformation as the most significant short-term risk
facing humanity.2 The economic impact alone is estimated to be $78
billion, according to a study conducted jointly by the University
of Baltimore and CHEQ (a company specializing in cyber
security).3
The battle against misinformation has escalated
to where 87% of executives say that the spread of disinformation is
one of the most significant reputational risks to businesses today,
according to Global Research. Gartner, a leading technology
research firm, anticipates that by 2028, “enterprise spend on
battling misinformation will surpass $30 billion annually,
cannibalizing 10% of marketing and cybersecurity budgets to combat
a multifront threat.”4
Summary of TransactionThe
transaction values Cyabra at a total enterprise value of $70
Million at signing. Upon the closing of the transaction, which is
expected in the first quarter of 2025, the combined company will
operate as Cyabra and will be listed on NASDAQ.
The transaction has been unanimously approved by
each of Trailblazer’s and Cyabra’s Board of Directors. The proposed
transaction is subject to the approval of Trailblazer and Cyabra
stockholders and the satisfaction or waiver of other customary
closing conditions, including a registration statement being
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”).
Advisors LifeSci Capital is
acting as financial advisor and Loeb & Loeb LLP is serving as
legal advisor to Trailblazer Merger Corporation I. Lowenstein
Sandler LLP and Goldfarb, Gross, Seligman & Co. are serving as
legal advisors to Cyabra.
About CyabraFounded by veterans
of elite Israeli intelligence units, Cyabra is a data intelligence
company that is at the forefront of the fight against the online
distribution of disinformation. Cyabra has developed a proprietary
AI-powered system, trusted by large corporations, governments, and
security agencies to uncover risks, attacks, and malicious activity
on social media platforms. Using proprietary algorithmic solutions,
Cyabra’s system collects publicly available information and
extracts valuable information and real time alerts, providing
analytical and actionable insights, that are then communicated
effectively to clients. Cyabra’s investors include Founders Fund,
OurCrowd, Summus VC, and TAU Ventures. For more information visit:
www.cyabra.com
About TrailblazerTrailblazer
Merger Corporation I (Nasdaq: TBMC) is a blank check company formed
for the purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
other similar business combination with one or more businesses or
entities. For more information visit:
www.trailblazermergercorp.com
No Offer or Solicitation This
communication is not intended to and shall not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any proxy, consent, authorization,
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the
requirements of the U.S. Securities Act of 1933, as amended.
Additional Information About the
Proposed Transaction for Investors and ShareholdersIn
connection with the proposed transaction between Trailblazer and
Cyabra (the “Proposed Transaction”), Trailblazer (or a subsidiary
of Trailblazer) intends to file relevant materials with the U.S.
Securities and Exchange Commission (the “SEC”), including a
registration statement on Form S-4 that will contain a proxy
statement/prospectus of Trailblazer. This press release is not a
substitute for the registration statement or for any other document
that Trailblazer may file with the SEC in connection with the
Proposed Transaction. CYABRA AND TRAILBLAZER URGE INVESTORS AND
STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT TRAILBLAZER, CYABRA, THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and stockholders will be able to obtain free
copies of the proxy statement/prospectus and other documents filed
by Trailblazer with the SEC (when they become available) through
the website maintained by the SEC at www.sec.gov. In addition,
investors and stockholders should note that Trailblazer
communicates with investors and the public using its website
(www.trailblazermergercorp.com), the SEC filings tab on
Trailblazer’s website
https://trailblazermergercorp.com/home/default.aspx#sec-filings)
where anyone will be able to obtain free copies of the proxy
statement/prospectus and other documents filed by Trailblazer with
the SEC, and stockholders are urged to read the proxy
statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the Proposed Transaction.
Participants in the
SolicitationTrailblazer, Cyabra and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from stockholders in connection with
the Proposed Transaction. Information about Trailblazer’s directors
and executive officers including a description of their interests
in Trailblazer is included in Trailblazer’s most recent Annual
Report on Form 10-K, including any information incorporated therein
by reference, as filed with the SEC. Additional Information
regarding these persons and their interests in the transaction will
be included in the proxy statement/prospectus relating to the
Proposed Transaction when it is filed with the SEC. These documents
can be obtained free of charge from the sources indicated
above.
Forward-Looking StatementsThis
news release contains forward-looking statements that are not
historical facts within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are based
only on our current beliefs, expectations and assumptions regarding
the future of our business, future plans and strategies,
projections, anticipated events and other future conditions. In
some cases you can identify these statements by forward-looking
words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “could,” “should,” “would,” “project,”
“plan,” “expect,” “goal,” “seek,” “future,” “likely” or the
negative or plural of these words or similar expressions. Examples
of such forward-looking statements include but are not limited to
express or implied statements regarding Trailblazer’s or Cyabra’s
management team’s expectations, hopes, beliefs, intentions or
strategies regarding the future including, without limitation,
statements regarding: the Proposed Transaction; expectations
regarding the use of capital resources, including the time period
over which the combined company’s capital resources will be
sufficient to fund its anticipated operations; and the expected
trading of the combined company’s stock on NASDAQ. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. You are
cautioned that such statements are not guarantees of future
performance and that actual results or developments may differ
materially from those set forth in these forward-looking
statements. Factors that could cause actual results to differ
materially from these forward-looking statements include: the risk
that the conditions to the closing or consummation of the Proposed
Transaction are not satisfied, including the failure to obtain
stockholder approval for the Proposed Transaction; uncertainties as
to the timing of the consummation of the Proposed Transaction and
the ability of each of Trailblazer and Cyabra to consummate the
transactions contemplated by the Proposed Transaction; risks
related to Trailblazer’s and Cyabra’s ability to correctly estimate
their respective operating expenses and expenses associated with
the Proposed Transaction, as applicable, as well as uncertainties
regarding the impact any delay in the closing would have on the
anticipated cash resources of the resulting combined company upon
closing and other events and unanticipated spending and costs that
could reduce the combined company’s cash resources; the occurrence
of any event, change or other circumstance or condition that could
give rise to the termination of the Proposed Transaction by either
company; the effect of the announcement or pendency of the Proposed
Transaction on Trailblazer’s or Cyabra’s business relationships,
operating results and business generally; costs related to the
business combination; the outcome of any legal proceedings that may
be instituted against Trailblazer, Cyabra, or any of their
respective directors or officers related to the business
combination agreement or the transactions contemplated thereby; the
ability of Trailblazer or Cyabra to protect their respective
intellectual property rights; competitive responses to the Proposed
Transaction; unexpected costs, charges or expenses resulting from
the Proposed Transaction; whether the combined business of
Trailblazer and Cyabra will be successful; legislative, regulatory,
political and economic developments; and additional risks described
in the “Risk Factors” section of Trailblazer’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2023 filed with
the SEC. Additional assumptions, risks and uncertainties are
described in detail in our registration statements, reports and
other filings with the SEC, which are available on Trailblazer’s
website, and at www.sec.gov.
You are cautioned that such statements are not
guarantees of future performance and that our actual results may
differ materially from those set forth in the forward-looking
statements. The forward-looking statements and other information
contained in this news release are made as of the date hereof and
neither Trailblazer nor Cyabra undertakes any obligation to update
publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
Contact:Rafi MendelsohnVP Marketing,
CyabraIR@cyabra.com
Endnotes
_____________________
1 CNN Business: “Elon Musk commissioned this bot analysis in his
fight with Twitter. Now it shows what he could face if he takes
over the platform”, by Clare Duffy and Brian Fung, October 10,
2022.
2 World Economic Forum: “Global Risks 2024: Disinformation Tops
Global Risks 2024 as Environmental Threats Intensify”, 10 January
2024.
3 University of Baltimore: “The Economic Cost of Bad Actors on
the Internet”, 2019
4 Gartner: “Gartner's Top Strategic Predictions for 2024 and
Beyond”, Ava McCartney, December 04, 2023
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