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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
Date of Report (Date of earliest event reported):
September 30, 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.
As of September 30, 2025, Trailblazer Merger Corporation I (the “Company”)
entered into an amendment (the “Amendment”) to the Second Amended and Restated Promissory Note (the “Note”) with
Trailblazer Sponsor Group, LLC, pursuant to which the amount of the Note was increased by $300,000 to $4,330,000.
A copy of the Amendment is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only
and are qualified in their entirety by reference to the Amendment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference in this Item 2.03.
Item 8.01 Other Events
Extension of Business Combination Period to October 31, 2025
As previously disclosed, on September 29, 2025, the Company held an
annual meeting of stockholders to consider, among other things, proposals to amend the Company’s amended and restated certificate
of incorporation in order to extend the time the Company has to complete its initial business combination from September 30, 2025 to March
30 2026, or such earlier date as determined by the Company’s board of directors (the “Board”), in its sole discretion,
and to allow the Company, without another stockholder vote, to elect to extend the termination date by one additional month each, for
a total of six additional months, unless the closing of the Company’s initial business combination shall have occurred prior thereto.
The
Company is in the process of funding the extension that had previously been approved by the Board by depositing $11,648.56 into the
Trust Account, thereby extending the time available to the Company to consummate its initial business combination from September 30,
2025 to October 31, 2025.
****
Important Information
About the Business Combination and Where to Find It
On
July 22, 2024, Trailblazer Merger Corporation I (“Parent”), a Delaware corporation, entered into a merger agreement, by and
among Parent, Trailblazer Merger Sub, Ltd., an Israeli company and a direct, wholly owned subsidiary of Parent (“Merger Sub”),
Trailblazer Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Holdings”), and Cyabra
Strategy Ltd., a private company organized in Israel (the “Company”) (as it may be amended and/or restated from time to time,
the “Merger Agreement”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions
thereof, (a) Parent shall merge with and into Holdings and Holdings shall be the survivor of such merger (the “Parent Merger”
and all references to Parent subsequent to the Parent Merger shall be intended to refer to Holdings as the survivor of the Parent Merger)
and (b) Merger Sub shall merge with and into the Company, with the Company being the surviving entity (the “Merger”), following
which Merger Sub will cease to exist and the Company will become a wholly owned subsidiary of Parent (the “Surviving Corporation”).
In connection with the Merger, Parent will be renamed “Cyabra, Inc.”
The
Merger will be submitted to shareholders of Parent for their consideration. Holdings has filed a registration statement on Form S-4 (the
“Registration Statement”) with the SEC which includes a preliminary proxy statement of Parent and a preliminary prospectus
of Holdings (a “Proxy Statement/Prospectus”). Once the Registration Statement has been declared effective, a definitive Proxy
Statement/Prospectus will be mailed to Parent’s shareholders as of a record date to be established for voting on the Merger. Parent
may also file other relevant documents regarding the Merger with the SEC. Parent’s shareholders and other interested persons are
advised to read the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus,
in connection with Parent’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things,
the Merger, because these documents will contain important information about Holdings, Parent, the Company and the Merger. Shareholders
may also obtain a copy of any preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC
regarding the Merger and other documents filed with the SEC by Holdings or Parent, without charge, at the SEC’s website located
at www.sec.gov or by directing a request to: Parent’s Chief Development Officer at 510 Madison Avenue, Suite 1401, New York, NY
10022.
Participants in
the Solicitation
Parent
and the Company and certain of their respective directors, executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the Merger under the rules of the SEC. Information about the directors and
executive officers of Parent and the Company and a description of their interests in Parent, the Company and the Merger are set forth
in Parent’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 25, 2025, and/or
will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free
of charge from the sources indicated above.
Forward-Looking
Statements
This
Current Report on Form 8-K contains statements that are not historical facts but are “forward-looking statements” for purposes
of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to statements regarding the anticipated benefits of the Merger, the anticipated timing of the Merger, the
implied enterprise value, future financial condition and performance of the Company and the combined company after the Closing and expected
financial impacts of the Merger, the satisfaction of closing conditions to the Merger, the level of redemptions of Parent’s public
stockholders and the products and markets and expected future performance and market opportunities of the Company. Forward-looking statements
generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,”
“forecast,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not forward looking. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K, and on the current expectations of Parent’s and Company’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Parent and the Company. These forward-looking statements are subject to a number
of risks and uncertainties, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or
at all, which may adversely affect the price of Parent’s securities, (ii) the risk that the transaction may not be completed by
Parent’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if
sought by Parent, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger
Agreement by the stockholders of Parent and the Company, (iv) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, (v) the effect of the announcement or pendency of the transaction on the Company’s
business relationships, performance, and business generally, (vi) risks that the proposed transaction disrupts current plans of the Company
and potential difficulties in Company employee retention as a result of the proposed transaction, (vii) the outcome of any legal proceedings
that may be instituted against the Company or against Parent related to the Merger Agreement or the proposed transaction, (viii) the ability
to maintain the listing of Parent’s securities on Nasdaq, (ix) the price of Parent’s securities may be volatile due to a variety
of factors, including changes in the competitive and highly regulated industries in which the Company plans to operate, variations in
performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital
structure, and (x) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction,
and identify and realize additional opportunities. You should carefully consider the foregoing factors and the other risks and uncertainties
as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in Parent’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 25, 2025, and/or
will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that Parent
has filed, or will file, with the SEC. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither
Parent nor Company presently know or that Parent and Company currently believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In addition, forward looking statements reflect Parent’s and Company’s
expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Parent and Company anticipate
that subsequent events and developments will cause Parent’s and Company’s assessments to change. However, while Parent and
Company may elect to update these forward-looking statements at some point in the future, Parent and Company specifically disclaim any
obligation to do so. These forward-looking statements should not be relied upon as representing Parent’s and Company’s assessments
as of any date subsequent to the date of this Current Report on Form 8-K . Accordingly, undue reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This
Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase,
any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Merger,
nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation
or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation
regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| EXHIBIT
NO. |
|
DESCRIPTION |
| 10.1 |
|
Amendment to Second Amended and Restated Promissory Note, dated as of 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 6, 2025 |
|
| |
|
|
| TRAILBLAZER MERGER CORPORATION I |
|
| |
|
|
| By: |
/s/ Arie Rabinowitz |
|
| Name: |
Arie Rabinowitz |
|
| Title: |
Chief Executive Officer |
|
