Trailblazer Merger I Corp.

10/06/2025 | Press release | Distributed by Public on 10/06/2025 15:26

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As of September 30, 2025, Trailblazer Merger Corporation I (the "Company") entered into an amendment (the "Amendment") to the Second Amended and Restated Promissory Note (the "Note") with Trailblazer Sponsor Group, LLC, pursuant to which the amount of the Note was increased by $300,000 to $4,330,000.

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Amendment.

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

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

Item 8.01 Other Events

Extension of Business Combination Period to October 31, 2025

As previously disclosed, on September 29, 2025, 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, 2025 to March 30 2026, 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 six additional months, unless the closing of the Company's initial business combination shall have occurred prior thereto.

The Company is in the process of funding the extension that had previously been approved by the Board by depositing $11,648.56 into the Trust Account, thereby extending the time available to the Company to consummate its initial business combination from September 30, 2025 to October 31, 2025.

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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. Holdings has filed a registration statement on Form S-4 (the "Registration Statement") with the SEC which includes a preliminary proxy statement of Parent and a preliminary prospectus of Holdings (a "Proxy Statement/Prospectus"). Once the Registration Statement has been declared effective, a definitive Proxy Statement/Prospectus will be mailed to Parent's 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 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 Holdings, Parent, the Company and the Merger. Shareholders may also obtain a copy of any 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 Holdings or 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.

Trailblazer Merger I Corp. published this content on October 06, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 06, 2025 at 21:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]