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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
September 29, 2025
Date of earliest event reported
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As approved by its stockholders
at the annual meeting of stockholders held on September 29, 2025 (the “Annual Meeting”), the Company filed an
amendment to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary
of State on September 30, 2025 (the “Charter Amendment”), to (a) modify the terms and extend the date (the “Termination
Date”) by which the Company has to consummate a business combination by allowing the Company, through resolution of the
board of directors without another stockholder vote, to elect to extend the Termination Date by one month each time from September 30,
2025 to March 30, 2026, or such earlier date as determined by the Board in its sole discretion, unless the closing of a business combination
shall have occurred prior thereto.
The Charter Amendment
is filed as Exhibit 3.1 hereto.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On September 29, 2025 the Company held the
Annual Meeting. On August 28, 2025, the record date for the Annual Meeting, there were 4,449,116 shares of common stock of the
Company entitled to be voted at the Annual Meeting, 3,272,922 shares of common stock of the Company or 72.75% of which were
represented in person or by proxy.
| 1. |
Extension Amendment Proposal |
Stockholders approved the proposal (the “the
Extension Amendment Proposal”) to amend the Company’s amended and restated certificate of incorporation to extend
the date (the “Termination Date”) by which the Company has to consummate a business combination by allowing
the Company, through resolution of the board of directors without another stockholder vote, to elect to extend the Termination Date by
one month each time from September 30, 2025 to March 30, 2026, or such earlier date as determined by the board of directors in its sole
discretion, unless the closing of a business combination shall have occurred prior thereto. The voting results were as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
Broker Non-Votes | |
| | 3,270,066 | | |
| 2,856 | | |
| 0 | | |
| 0 | |
| 2. |
Trust Amendment Proposal |
Stockholders approved the proposal (the “the
Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of March 28, 2023,
as amended, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement Amendment”),
allowing the Company to extend the date by which the Company must consummate a business combination up to six (6) times, each such extension
for an additional one (1) month period, until March 30, 2026. The voting results were as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
Broker Non-Votes | |
| | 3,270,065 | | |
| 2,857 | | |
| 0 | | |
| 0 | |
The Trust Agreement Amendment is filed as Exhibit
10.1 hereto.
Stockholders approved the proposal (the
“the Ratification Proposal”) to ratify the appointment of CBIZ CPAs P.C., as the Company’s
independent auditors, for the fiscal year ending December 31, 2025. The voting results were as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
Broker Non-Votes | |
| | 3,272,719 | | |
| 3 | | |
| 200 | | |
| 0 | |
Item 8.01. Other Events.
In connection with the
stockholders’ vote at the Annual Meeting, 2,046,800 shares were tendered for redemption.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
EXHIBIT
NO. |
|
DESCRIPTION |
| 3.1 |
|
Charter Amendment to the Amended and Restated Certificate of Incorporation dated September 30, 2025 |
| 10.1 |
|
Amendment to Investment Management Trust Agreement, dated September 30, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded
within the Inline XBRL document) |
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: October 3, 2025 |
|
| |
|
| TRAILBLAZER MERGER CORPORATION I |
|
| |
|
| By: |
/s/ Arie Rabinowitz |
|
| Name: |
Arie Rabinowitz |
|
| Title: |
Chief Executive Officer |
|
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