09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:07
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Ordinary Shares | (1) | 09/11/2025 | J(2) | 25,000(2) | (1) | (1) | Class A ordinary shares | 25,000 | (2) | 6,785,000(3) | D(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 | X | Chief Executive Office |
/s/ Eric Semler as Sole Managing Member of Trailblazer Sponsor LLC | 09/12/2025 | |
**Signature of Reporting Person | Date | |
/s/ Eric Semler | 09/12/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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 Class B ordinary shares will automatically convert into 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) | As contemplated in connection with the initial public offering of the issuer, as a result of the underwriters' partial exercise of the over-allotment option, 25,000 Class B ordinary shares were surrendered by Trailblazer Sponsor LLC (the "Sponsor") to the issuer for no consideration. |
(3) | Trailblazer Sponsor LLC, the Sponsor, is the record holder of such shares. The sole managing member of the Sponsor is Eric Semler. Mr. Semler holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Mr. Semler disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |