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Trailblazer Acquisition Corp. is offering 20,000,000 units (up to 23,000,000 if over-allotment exercised) at $10.00 per unit, with proceeds initially held in a U.S. trust account invested in short-term U.S. treasury obligations or qualifying money market funds. The offering contemplates 4,000,000 private placement warrants (to be purchased by the sponsor and Cantor Fitzgerald & Co.) and deferred underwriting commissions that will be deposited into the trust, with approximately $200,000,000 expected in the trust at closing.
The sponsor holds 5,750,000 founder Class B shares (initially ~20% on an as-converted basis) and has anti-dilution conversion provisions that may convert founder shares into Class A shares on a greater-than-one-for-one basis. Public warrants become exercisable 30 days after a business combination and expire five years after the combination. Material risks disclosed include potential significant dilution from private placement warrants and anti-dilution adjustments, conflicts of interest from sponsor/officer incentives and transfers of founder shares as compensation, limited sponsor indemnity resources, and the possibility that public warrants could expire worthless if no business combination occurs.
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