09/09/2025 | Press release | Distributed by Public on 09/09/2025 19:15
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Ordinary Shares(1) | (1) | (1) | Class A Ordinary Shares | 6,810,000(2) | (1) | D(2)(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TRAILBLAZER SPONSOR LLC 152 WEST 57TH STREET, 27TH FLOOR NEW YORK, NY 10019 |
X | |||
SEMLER ERIC 152 WEST 57TH STREET 27TH FLOOR NEW YORK, NY 10019 |
X | Chief Executive Officer |
/s/ Eric Semler as Sole Managing Member of Trailblazer Sponsor LLC | 09/09/2025 | |
**Signature of Reporting Person | Date | |
/s/ Eric Semler | 09/09/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | As described in the registration statement on Form S-1 (File No. 333-288651) of Trailblazer Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. |
(2) | These shares represent the Class B ordinary shares held by Trailblazer Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 900,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement. |
(3) | Trailblazer Sponsor LLC, our sponsor, is the record holder of such shares. The sole managing member of our sponsor is Mr. Eric Semler. Mr. Semler is also the Chief Executive Officer and a director of the Issuer and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. As such, Mr. Semler may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Semler disclaims any beneficial ownership except to the extent of his pecuniary interest therein. |