Cyabra (NASDAQ: CYAB) CEO Dan Brahmy reports 5.1% stake in Schedule 13D

Rhea-AI Filing Summary

Cyabra, Inc. Chief Executive Officer Dan Brahmy filed a Schedule 13D disclosing beneficial ownership of 711,548 shares of common stock, representing 5.1% of Cyabra’s outstanding shares as of March 27, 2026. This stake arose from Cyabra’s business combination with Trailblazer Merger Corporation I and related equity awards.

The holdings include 535,402 shares held in trust, 134,000 fully vested restricted stock units granted for his service as CEO and director, and options for 42,146 shares exercisable at $0.0009 per share, expiring on November 13, 2033. Under a Lock-Up Agreement, Brahmy agreed not to sell or hedge these securities for nine months from March 27, 2026, limiting his ability to dispose of shares in the near term while he evaluates his investment on an ongoing basis.

Key Figures

Beneficial ownership: 711,548 shares Ownership percentage: 5.1% Shares outstanding: 13,814,167 shares +4 more

7 metrics

Beneficial ownership 711,548 shares Common stock beneficially owned as of March 27, 2026

Ownership percentage 5.1% Percent of Cyabra common stock outstanding as of March 27, 2026

Shares outstanding 13,814,167 shares Cyabra common shares issued and outstanding as of March 27, 2026

Shares held in trust 535,402 shares Common stock held by IBI Trust Management in trust for Brahmy

Restricted stock units 134,000 shares Fully vested RSUs granted on the Event Date

Exercisable options 42,146 shares Options exercisable at $0.0009 per share, expiring November 13, 2033

Lock-up duration 9 months From March 27, 2026 under Lock-Up Agreement

Key Terms

Schedule 13D, beneficially own, restricted stock units, Lock-Up Agreement, +2 more

6 terms

Schedule 13D regulatory

"This report on (this "13D") is being filed on behalf of Dan Brahmy"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"the Reporting Person is deemed to beneficially own a total of 711,548 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

restricted stock units financial

"the Reporting Person was granted 134,000 restricted stock units of the Issuer that were fully vested upon grant"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Lock-Up Agreement regulatory

"each entered into a Lock-Up Agreement with the Issuer as of the Effective Time"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Business Combination financial

"collectively with the Parent Merger and all other transactions contemplated by the Merger Agreement, the "Business Combination""

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

exercisable financial

"42,146 shares of Common Stock issuable upon exercise of options which are currently exercisable at an exercise price of $0.0009"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CYABRA, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

Dan Brahmy
C/O Cyabra, Inc., 13 Gershon Shatz
Tel Aviv, L3, 6997543
972-54-768-8642

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Dan Brahmy

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 711,548.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 711,548.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

711,548.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 4 for additional information.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: CYABRA, INC.
(c)	Address of Issuer's Principal Executive Offices: 13 Gershon Shatz, Tel Aviv, ISRAEL , 6997543.
Item 2.	Identity and Background
(a)	This report on Schedule 13D (this "13D") is being filed on behalf of Dan Brahmy (the "Reporting Person").
(b)	The residence address of the Reporting Person is 240 W 40th St., Suite 601, New York, New York 10018.
(c)	Present Occupation: The Reporting Person is the Chief Executive Officer and a member of the Board of Directors of the Issuer (as defined below).
(d)	The Reporting Person has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Israel and France.
Item 3.	Source and Amount of Funds or Other Consideration
	The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D and the information set forth in or incorporated by reference in Item 2, Item 4, Item 5 and Item 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 3. In connection with the business combination contemplated by the Merger Agreement, dated as of July 22, 2024 (as amended on November 11, 2024 and November 6, 2025, the "Merger Agreement"), by and among Trailblazer Merger Corporation I ("Trailblazer"), Trailblazer Merger Sub, Ltd. ("Merger Sub"), Trailblazer Holdings, Inc. ("Holdings"), and Cyabra Strategy Ltd. ("Cyabra"), on March 27, 2026 (the "Event Date"), Trailblazer merged with and into Holdings with Holdings as the surviving corporation (the "Parent Merger") and Merger Sub merged with and into Cyabra, with Cyabra as the surviving entity (collectively with the Parent Merger and all other transactions contemplated by the Merger Agreement, the "Business Combination"). Upon consummation of the Business Combination, Holdings was renamed Cyabra, Inc. (the "Issuer") and the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), began trading on The Nasdaq Global Market under the symbol "CYAB". Certain securities reported herein were issued in consideration for the cancellation of securities of Cyabra previously held by the Reporting Person immediately prior to the effective time of the Business Combination (the "Effective Time") in a stock for stock exchange at the exchange rate set forth in the Merger Agreement as follows: (i) 535,402 shares of Common Stock were issued in consideration for the cancellation of 148,324 ordinary shares of Cyabra held by the Reporting Person immediately prior to the Effective Time, and (ii) options to purchase 42,146 shares of Common Stock were issued in consideration for the cancellation of options to purchase an aggregate of 60,000 ordinary shares of Cyabra held by the Reporting Person immediately prior to the Effective Time. The summary of the Merger Agreement and transactions related thereto are qualified in their entirety by the terms of such document, which is incorporated by reference as an exhibit to this Schedule 13D. In addition, on the Event Date, the Reporting Person was granted 134,000 restricted stock units of the Issuer that were fully vested upon grant in consideration for his service to the Issuer as the Chief Executive Officer and a member of the Issuer's Board of Directors.
Item 4.	Purpose of Transaction
	The information set forth in or incorporated by reference in Items 2, 3 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. In connection with the Business Combination, the Reporting Person was appointed as the Issuer's Chief Executive Officer and as a member of the Issuer's Board of Directors as of the Effective Time. Prior to the Business Combination, the Reporting Person served as the Chief Executive Officer of Cyabra. The Reporting Person acquired the securities reported herein for investment purposes. The Reporting Person intends to evaluate this investment in the Issuer and options with respect to such investment on an ongoing basis. The Reporting Person may acquire additional shares of Common Stock and/or other securities of the Issuer from time to time, and may dispose of any or all of such shares of Common Stock or other securities held or beneficially owned by the Reporting Person at any time, subject to the lock-up provisions set forth in the Lock-Up Agreement (as defined below). The Reporting Person serves as Chief Executive Officer and a member of the Board of the Issuer, and in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change its purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D. Other than as described herein, the Reporting Person currently has no plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of the Event Date and the date of filing of this 13D (the "Filing Date"), the Reporting Person is deemed to beneficially own a total of 711,548 shares of Common Stock or 5.1% of the shares of Common Stock deemed issued and outstanding. The shares of Common Stock reported herein includes (i) 535,402 shares of Common Stock held by IBI Trust Management in trust for the Reporting Person, (ii) 134,000 shares of Common Stock underlying restricted stock units that were fully vested upon grant, and (iii) 42,146 shares of Common Stock issuable upon exercise of options which are currently exercisable at an exercise price of $0.0009 per share and expire on November 13, 2033. The beneficial ownership percentage is based on 13,814,167 shares of Common Stock issued and outstanding as of March 27, 2026 based on information provided by the Issuer directly to the Reporting Person.
(b)	As of the Event Date and the Filing Date, the Reporting Person had the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of 711,548 shares of Common Stock.
(c)	Except as set forth in Item 3, the Reporting Person has not effected any transactions in the Common Stock during the 60 days prior to the Event Date or the Filing Date, there were no transactions effected in the Common Stock (or securities convertible into, exercisable for or exchangeable for Common Stock) by the Reporting Person or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6. Lock-Up Agreement In connection with the Business Combination, the Reporting Person and certain other former shareholders, officers and directors of Cyabra each entered into a Lock-Up Agreement with the Issuer (each, a "Lock-Up Agreement") as of the Effective Time. Pursuant to the Reporting Person's Lock-Up Agreement, the Reporting Person agreed not to, during the period commencing on the Event Date and ending on the date that is nine months after the Event Date, offer, sell, contract to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of, directly or indirectly, any of the securities reported herein, establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position with respect to, any of the subject securities, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the subject securities, whether any of these transactions are to be settled by delivery of any such securities, in cash or otherwise, publicly disclose the intention to make or to enter into any transaction specified above, or engage in any short sales with respect to the subject securities. The summary of the Lock-Up Agreement and the transactions related thereto are qualified in their entirety by the terms of such document, which is incorporated by reference as an exhibit to this Schedule 13D. Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships existing with respect to the securities of the Issuer and the Reporting Person.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Merger Agreement, dated July 22, 2024, as amended (included as Annex A to the Company's Form S-4 as filed on January 13, 2026 and incorporated herein by reference). Exhibit 2 Form of Lock-Up Agreement (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K as filed on July 23, 2024 and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dan Brahmy

Signature:	/s/ Dan Brahmy
Name/Title:	Dan Brahmy / Individual
Date:	04/03/2026

FAQ

What ownership stake in Cyabra (CYAB) does CEO Dan Brahmy report?

Dan Brahmy reports beneficial ownership of 711,548 Cyabra common shares, equal to 5.1% of shares outstanding as of March 27, 2026. This total combines shares held in trust, vested restricted stock units, and currently exercisable options.

How did Dan Brahmy acquire his Cyabra (CYAB) shares and equity awards?

Brahmy’s stake comes from Cyabra’s business combination with Trailblazer Merger Corporation I and related equity awards. Cyabra securities he previously held were exchanged into Cyabra, Inc. stock and options, and he also received 134,000 fully vested restricted stock units.

What Cyabra (CYAB) equity instruments does Dan Brahmy hold?

Brahmy’s 711,548-share beneficial stake includes 535,402 common shares held in trust, 134,000 restricted stock units that vested upon grant, and options to purchase 42,146 shares at an exercise price of $0.0009 per share, expiring November 13, 2033.

What lock-up restrictions apply to Dan Brahmy’s Cyabra (CYAB) holdings?

Under a Lock-Up Agreement, Brahmy agreed for nine months from March 27, 2026 not to sell, pledge, hedge, short, or enter swaps or similar transactions that transfer the economic consequences of ownership of his Cyabra securities.

What role does Dan Brahmy hold at Cyabra (CYAB) after the business combination?

Following the business combination, Brahmy serves as Chief Executive Officer and a member of the Board of Directors of Cyabra, Inc. In these roles, he may influence corporate activities while holding a 5.1% beneficial ownership stake.

How many Cyabra (CYAB) shares were outstanding when Dan Brahmy filed his Schedule 13D?

The Schedule 13D states his 711,548 beneficially owned shares represent 5.1% based on 13,814,167 common shares issued and outstanding as of March 27, 2026, according to information Cyabra provided to him.