TBMCR Trailblazer Merger Corporation I

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

November 29, 2024

(Date of earliest event reported)

 

Trailblazer Merger Corporation I

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-41668		87-3710376
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

510 Madison Avenue Suite 1401 New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (212) 586-8224

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒

Written communications pursuant to Rule 425 under the Securities Act

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		TBMC		The Nasdaq Stock Market LLC
Rights		TBMCR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 

   

Item 1.01. Entry into a Material Definitive Agreement.

 

The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On November 29, 2024, Trailblazer Merger Corporation I (the “Company”) entered into an amendment (the “Amendment”) of its unsecured promissory note (the “Note”) with Trailblazer Sponsor Group, LLC, pursuant to which the maximum amount available to borrow under the Note was further increased by an additional $500,000 to $2,780,000.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

 

Item 8.01 Other Events

 

Extension of Business Combination Period to December 31, 2024

 

As previously disclosed, on September 26, 2024, the Company held an annual meeting of stockholders to consider, among other things, proposals to amend the Company’s amended and restated certificate of incorporation in order to extend the time the Company has to complete its initial business combination from September 30, 2024 to September 30, 2025, or such earlier date as determined by the Company’s board of directors (the “Board”), in its sole discretion, and to allow the Company, without another stockholder vote, to elect to extend the termination date by one additional month each, for a total of twelve additional months, until September 30, 2025, unless the closing of the Company’s initial business combination shall have occurred prior thereto.

 

The Company has funded the extension that had previously been approved by the Board by depositing $83,286.56 into the Trust Account, thereby extending the time available to the Company to consummate its initial business combination from November 30, 2024 to December 31, 2024 (the “December 2024 Extension”).

 

****

 

Important Information About the Business Combination and Where to Find It

 

On July 22, 2024, Trailblazer Merger Corporation I (“Parent”), a Delaware corporation, entered into a merger agreement, by and among Parent, Trailblazer Merger Sub, Ltd., an Israeli company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), Trailblazer Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Holdings”), and Cyabra Strategy Ltd., a private company organized in Israel (the “Company”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (a) Parent shall merge with and into Holdings and Holdings shall be the survivor of such merger (the “Parent Merger” and all references to Parent subsequent to the Parent Merger shall be intended to refer to Holdings as the survivor of the Parent Merger) and (b) Merger Sub shall merge with and into the Company, with the Company being the surviving entity (the “Merger”), following which Merger Sub will cease to exist and the Company will become a wholly owned subsidiary of Parent (the “Surviving Corporation”). In connection with the Merger, Parent will be renamed “Cyabra, Inc.”

 

 

The Merger will be submitted to shareholders of Parent for their consideration. Parent intends to file the Registration Statement with the SEC which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to Parent shareholders as of a record date to be established for voting on the Merger. Parent may also file other relevant documents regarding the Merger with the SEC. Parent’s shareholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Parent’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the Merger, because these documents will contain important information about Parent, the Company and the Merger. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Merger and other documents filed with the SEC by Parent, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Parent’s Chief Development Officer at 510 Madison Avenue, Suite 1401, New York, NY 10022.

 

Participants in the Solicitation

 

Parent and the Company and certain of their respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Merger under the rules of the SEC. Information about the directors and executive officers of Parent and the Company and a description of their interests in Parent, the Company and the Merger are set forth in Parent’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 29, 2024, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated above.

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains statements that are not historical facts but are “forward-looking statements” for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to statements regarding the anticipated benefits of the Merger, the anticipated timing of the Merger, the implied enterprise value, future financial condition and performance of the Company and the combined company after the Closing and expected financial impacts of the Merger, the satisfaction of closing conditions to the Merger, the level of redemptions of Parent’s public stockholders and the products and markets and expected future performance and market opportunities of the Company. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Parent’s and Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Parent and the Company. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Parent’s securities, (ii) the risk that the transaction may not be completed by Parent’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Parent, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of Parent and the Company, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v) the effect of the announcement or pendency of the transaction on the Company’s business relationships, performance, and business generally, (vi) risks that the proposed transaction disrupts current plans of the Company and potential difficulties in Company employee retention as a result of the proposed transaction, (vii) the outcome of any legal proceedings that may be instituted against the Company or against Parent related to the Merger Agreement or the proposed transaction, (viii) the ability to maintain the listing of Parent’s securities on Nasdaq, (ix) the price of Parent’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company plans to operate, variations in performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure, and (x) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. You should carefully consider the foregoing factors and the other risks and uncertainties as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Parent’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 29, 2024, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that Parent has filed, or will file, with the SEC. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Parent nor Company presently know or that Parent and Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect Parent’s and Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Parent and Company anticipate that subsequent events and developments will cause Parent’s and Company’s assessments to change. However, while Parent and Company may elect to update these forward-looking statements at some point in the future, Parent and Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Parent’s and Company’s assessments as of any date subsequent to the date of this Current Report on Form 8-K . Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Merger, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.

  

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
2.1		Amendment to Promissory Note dated as of November 29, 2024

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 3, 2024
	TRAILBLAZER MERGER CORPORATION I
	By:	/s/ Arie Rabinowitz
	Name:	Arie Rabinowitz
	Title:	Chief Executive Officer

 

 

4

 

Exhibit 2.1

 

AMENDMENT TO PROMISSORY NOTE

 

This Amendment (the “Amendment”) to that certain Promissory Note, dated as of May 17, 2022, as amended from time to time (the “Note”) by and among Trailblazer Merger Corporation I, a Delaware corporation (the “Maker”), and Trailblazer Sponsor Group, LLC (the “Payee”), is made and entered into effective as of November 29, 2024 by Maker and Payee.

 

W I T N E S S E T H:

 

WHEREAS, (i) Payee made a loan to Maker in the original principal amount of three hundred thousand dollars ($300,000.00), (ii) which amount was subsequently increased by four hundred thousand dollars ($400,000.00) as evidenced by the Amendment to Promissory Note dated as of January 20, 2023, (iii) which amount was, further, subsequently increased by six hundred ninety thousand dollars ($690,000.00) as evidenced by the Amendment to Promissory Note dated as of March 27, 2024, (iv) which amount was further subsequently increased by Six Hundred Ninety Thousand Dollars ($690,000.00) as evidenced by the Amendment to Promissory Note dated as of June 2024, (v) which amount was further subsequently increased by an additional $200,000 as evidenced by the Amendment to Promissory Note dated as of September 16, 2024, and

 

WHEREAS, in connection with the upcoming monthly extensions of the time to engage in a business combination by Maker, Maker is required to deposit certain additional amounts in its trust account and Maker and Sponsor desire to increase the note in the aggregate amount of Five Hundred Thousand Dollars ($500,000.00) and Maker and Payee now desire to amend the provisions of the Note to increase the Principal Amount by such amount as set forth herein.

 

NOW, THEREFORE, in consideration of the covenants set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Maker and Payee hereby agree as follows:

 

1.

Modifications to the Note.

 

(a)

The Note is hereby amended as follows:

 

“Principal Amount: $2,780,000.00.”

 

(b)

The introductory paragraph of the Note is hereby amended as follows:

 

“Trailblazer Merger Corporation I, a Delaware corporation (the "Maker"), promises to pay to the order of Trailblazer Sponsor Group, LLC or its registered assigns or successors in interest (the "Payee") the principal sum of Two Million Seven Hundred Eighty Thousand Dollars ($2,780,000.00) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.”

 

 

2.

Modifications to Amendment. No provision of this Amendment may be waived, amended or supplemented except by a written instrument executed by Payee and Maker.

 

3.

Successors and Assigns. This Amendment, which sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, inures to the benefit of, and shall be binding upon, the parties hereto and their respective successors and assigns.

 

4.

Severability. In the event that any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment, but this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 

5.

Captions; Counterparts. Captions used in this Amendment are for convenience of reference only and shall not be deemed a part of this Amendment nor used in the construction of its meaning. This Amendment may be signed in counterparts.

 

6.

Ratification. Except as specifically amended hereby, all of the terms, covenants and conditions and stipulations contained in the Note are ratified and confirmed in all respects and shall continue to apply with full force and effect.

 

[signature pages follow]

 

 

IN WITNESS WHEREOF, Maker and Payee have duly executed this Amendment, as of the date and year first above written.

 

	MAKER:
	TRAILBLAZER MERGER CORPORATION I
	By:	/s/ Arie Rabinowitz
	Name:	Arie Rabinowitz
	Title:	Chief Executive Officer
	AGREED TO AND ACCEPTED:
	PAYEE:
	TRAILBLAZER SPONSOR GROUP, LLC
	By:	Joseph Hammer
	Name:	Joseph Hammer
	Title:	Manager

 

Signature page to Amendment to Promissory Note

 

 

 

v3.24.3

Cover	Nov. 29, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 29, 2024
Entity File Number	001-41668
Entity Registrant Name	Trailblazer Merger Corporation I
Entity Central Index Key	0001934945
Entity Tax Identification Number	87-3710376
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	510 Madison Avenue
Entity Address, Address Line Two	Suite 1401
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	586-8224
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	TBMC
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	TBMCR
Security Exchange Name	NASDAQ

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