[425] Trailblazer Merger Corp I Business Combination Communication

Rhea-AI Filing Summary

Trailblazer Merger Corporation I disclosed new fee arrangements tied to its proposed business combination with Cyabra. The company amended its underwriting and advisory obligations, shifting several payments into stock and aligning others with the deal’s closing.

For deferred underwriting commissions under the 2023 agreement, the company will issue 103,500 PubCo shares to each underwriter in lieu of cash against a previously agreed $2,070,000 deferred commission. Separately, LifeSci waived its prior advisory fee equal to 1.5% of total consideration that was to be paid in equity interests.

New advisory mandates were signed: LifeSci will receive a retainer of Cyabra ordinary shares that will convert into 105,000 PubCo Shares at closing, plus an advisory fee of $1,050,000 paid in PubCo Shares 90 days after closing. Ladenburg will receive an advisory fee of $1,050,000, also paid in PubCo Shares 90 days after closing.

Insights

Capital Markets Analyst

Equity-for-fees conserves cash but adds dilution; prior advisory fee waived offsets some new share-based obligations.

Trailblazer replaces cash obligations linked to its Cyabra business combination with equity. Deferred underwriting commissions of $2,070,000 will be settled in PubCo Shares, with each underwriter receiving 103,500 shares. A prior LifeSci advisory fee of 1.5% of total consideration (in equity) was waived. New advisory engagements shift compensation to PubCo Shares at and after closing.

Under the new LifeSci advisory agreement, a retainer in Cyabra ordinary shares will convert into 105,000 PubCo Shares upon closing on October 28, 2025, plus an advisory fee of $1,050,00 in PubCo Shares 90 days post‑closing. A Ladenburg agreement provides an advisory fee of $1,050,000, also in PubCo Shares, payable 90 days after closing. These structures reduce cash outflows around closing but increase post‑merger share issuance.

Key watch items: closing of the Business Combination (triggers conversion/issuance), the 90‑day post‑closing issuance timing, and aggregate PubCo Share issuance across all agreements. The LifeSci waiver reduces one equity burden, while new equity fees and equity-settled underwriting commissions may dilute holders after closing.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2025

Trailblazer Merger Corporation I

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41668		87-3710376
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

510 Madison Avenue Suite 1401 New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 586-8224

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		TBMC		The Nasdaq Stock Market LLC
Rights		TBMCR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Advisory Agreements and Underwriting Agreement

In connection with the initial business combination (the “Business Combination”) with Cyabra Strategy Ltd. (“Cyabra”), Trailblazer Merger Corporation I (the “Company”) has entered into certain deferred fee agreements.

(a) Deferred Underwriting Commissions

Pursuant to the Underwriting Agreement entered into on March 28, 2023 (the “Underwriting Agreement”), the Company agreed to pay the underwriters deferred compensation in the amount of $2,070,000 upon the closing of the initial business combination.

On October 28, 2025, the Company and the Underwriters entered into an agreement pursuant to which the parties have agreed that, in lieu of a cash payment, the Company will pay each Underwriter 103,500 shares of common stock of the Company (the “PubCo Shares”) as payment for deferred underwriting commissions (the “Deferred Fee Agreement”).

(b) Fee Agreements for Advisory Services

In addition, pursuant to an advisory agreement between the Company and LifeSci Capital LLC (“LifeSci”) entered into on September 23, 2022 (the “Advisory Agreement”), the Company agreed to pay LifeSci a fee equal to one and one half percent (1.5%) of the total consideration in connection with the initial business combination in the form of equity interests in the surviving entity.

On October 28, 2025, the Company, Trailblazer Sponsor Group LLC and LifeSci entered into an amendment (the “Amendment”) to the Advisory Agreement pursuant to which LifeSci agreed to waive its advisory fee.

On October 28, 2025, the Company entered into an advisory agreement (the “LifeSci Advisory Agreement”) with Cybra and LifeSci pursuant to which LifeSci will provide certain financial advisory and investment banking services to Cyabra. In connection with such engagement, LifeSci will receive a retainer fee of ordinary shares of Cyabra which will convert into 105,000 PubCo Shares upon the closing of the Business Combination and an advisory fee of $1,050,00 paid in PubCo Shares 90 days after the closing of the Business Combination.

On October 28, 2025, Holdings entered into an advisory agreement (the “Ladenburg Advisory Agreement”) with Cyabra and Ladenburg pursuant to which Ladenburg will provide financial advisory and investment banking services to Cyabra. In connection with such engagement, Ladenburg will receive an advisory fee of $1,050,000 paid in PubCo Shares 90 days after the closing of the Business Combination.

A copy of the Deferred Fee Agreement is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference. A copy of the Amendment to Advisory Agreement is attached as Exhibit 10.2 to this Current Report and is incorporated herein by reference. A copy of the LifeSci Advisory Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Ladenburg Advisory Agreement is attached as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT NO.		DESCRIPTION
10.1		Deferred Fee Agreement dated October 28, 2025
10.2		Amendment to Advisory Agreement dated October 28, 2025
10.3		LifeSci Advisory Agreement dated October 28, 2025
10.4		Ladenburg Advisory Agreement dated October 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 3, 2025
TRAILBLAZER MERGER CORPORATION I
By:	/s/ Arie Rabinowitz
Name:	Arie Rabinowitz
Title:	Chief Executive Officer

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