Cyabra merger wins strong TBMC (NASDAQ: TBMC) stockholder approval

Rhea-AI Filing Summary

Trailblazer Merger Corporation I stockholders approved the proposed business combination with Cyabra Strategy Ltd. at a special meeting held on February 18, 2026. About 89.80% of outstanding common shares were represented, providing a strong quorum.

The core merger proposal passed with 2,195,659 votes in favor, compared with 6,046 against. Stockholders also approved the new Cyabra, Inc. charter, a package of nine governance provisions, Nasdaq-related share issuance proposals, and a 2026 omnibus equity incentive plan. An adjournment proposal received sufficient support but was not needed because all other items passed.

Positive

• All Cyabra-related proposals approved with overwhelming support, including the merger, new charter, governance changes, Nasdaq share-issuance items, and a 2026 omnibus equity incentive plan, clearing major conditions for completing the business combination.
• High stockholder engagement with approximately 89.80% of outstanding common stock represented at the special meeting, supporting the legitimacy of the approvals.

Negative

• None.

Insights

SPAC and M&A analyst

TBMC stockholders cleared all key Cyabra deal approvals.

Stockholders of Trailblazer Merger Corporation I approved the business combination with Cyabra Strategy Ltd., with the main merger proposal receiving 2,195,659 votes for versus 6,046 against. Turnout reached 89.80% of outstanding common shares, indicating broad participation.

They also backed a new Cyabra, Inc. charter, nine governance items, Nasdaq share-issuance approvals tied to the merger and PIPE structures, and a 2026 omnibus equity incentive plan. These votes collectively satisfy key corporate and listing-rule conditions for closing the transaction.

The adjournment proposal was approved but ultimately not used because every substantive proposal passed. Remaining steps will depend on satisfying any closing conditions in the merger agreement and completing the technical process to rename the combined company as Cyabra, Inc.

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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

February 18, 2026

Date of Report (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
Class A 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 5.07. Submissions of Matters to a Vote of Security Holders.

Trailblazer Merger Corporation I, a Delaware corporation (“TBMC”), held a Special Meeting of Stockholders (the “Special Meeting”) on February 18, 2026 at 10:00 a.m. Eastern Time. The Special Meeting was held via teleconference. There were 2,202,205 shares of the Company’s common stock present at said meeting in person or represented by proxy, which is 89.80% of the total outstanding shares, thereby constituting a quorum. Summarized below are the results of the matters voted on at the Special Meeting.

Proposal 1 - The Merger Proposal — to consider and vote upon a proposal to approve the merger agreement, dated as of July 22, 2024, (as amended, the “Merger Agreement”), by and among TBMC, Trailblazer Merger Sub, Ltd., an Israeli company and a direct, wholly-owned subsidiary of TBMC, Trailblazer Holdings, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of TBMC (“Holdings”) and Cyabra Strategy Ltd., a private company organized in Israel and the transactions contemplated thereby (collectively referred to as, the “Business Combination”), a copy of which is attached to the joint proxy statement/prospectus as Annex A. In connection with the Business Combination, Holdings (at such stage, referred to herein as the “Combined Company”) will be renamed “Cyabra, Inc.”.

Approval of the Merger Proposal required the affirmative vote of the majority of the issued and outstanding shares of the Company’s common stock (the “Common Stock”). The Merger Proposal received the following votes:

For				% of Shares Outstanding				Against				% of Shares Outstanding				Abstain				% of Shares Outstanding				Broker Non-Vote
	2,195,659				89.53	%			6,046				0.25	%			500				0.00	%			0

The proposal was approved.

Proposal Number 2 - The Charter Amendment Proposal — to adopt the proposed amended and restated certificate of incorporation of the Combined Company, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B . Approval of the Charter Amendment Proposal required the vote of the majority of the issued and outstanding shares of Common Stock. The Charter Amendment Proposal received the following votes:

For				% of Shares Outstanding				Against				% of Shares Outstanding				Abstain				% of Shares Outstanding				Broker Non-Vote
	2,195,658				89.53	%			6,047				0.25	%			500				0.02	%			0

1

The proposal was approved.

Proposal 3 - The Governance Proposal — to approve and adopt, on a non-binding advisory basis, nine separate governance proposals set forth in the Proposed Certificate of Incorporation and the proposed amended and restated bylaws of the Combined Company (the “Proposed Bylaws”) in the form attached to the accompanying proxy statement/prospectus as Annex C. Approval of the Governance Proposal required the vote of the majority of the issued and outstanding shares of Common Stock, present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting the. The Governance Proposal received the following votes:

			For				% of Shares Present				Against				% of Shares Present				Abstain				% of Shares Present				Broker Non-Vote
Proposal 3A				2,195,159				99.68	%			6,546				0.30	%			500				0.02	%			0
Proposal 3B				2,195,637				99.70	%			6,068				0.28	%			500				0.02	%			0
Proposal 3C				2,195,659				99.70	%			6,046				0.27	%			500				0.02	%			0
Proposal 3D				2,195,648				99.70	%			6,047				0.27	%			510				0.02	%			0
Proposal 3E				2,195,643				99.70	%			6,046				0.27	%			516				0.02	%			0
Proposal 3F				2,195,648				99.70	%			6,047				0.27	%			510				0.02	%			0
Proposal 3G				2,195,649				99.70	%			6,056				0.27	%			500				0.02	%			0
Proposal 3H				2,195,648				99.70	%			6,047				0.27	%			510				0.02	%			0
Proposal 3I				2,190,274				99.70	%			6,046				0.28	%			506				0.02	%			0

The proposal was approved.

Proposal 4 – The First Nasdaq Proposal – to consider and vote upon, for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of Holdings common stock pursuant to the Merger Agreement in an amount greater than 20% of the number of outstanding shares of Common Stock before such issuance and the resulting change in control in connection with the Business Combination . Approval of the First Nasdaq Proposal required the affirmative vote of the holders of a majority of the shares of Common Stock, present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. The First Nasdaq Proposal received the following votes:

For				% of Shares Present				Against				% of Shares Present				Abstain				% of Shares Present				Broker Non-Vote
	2,195,649				99.70	%			6,046				0.27	%			510				0.02	%			0

Proposal 5 - The Second Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635 (d), the issuance of the shares of Holdings common stock upon the conversion of the Holdings Series B preferred stock and the PIPE warrants issued in connection with the PIPE investment upon the consummation of the Business Combination in an amount greater than 20% of the number of outstanding shares of Common Stock before such issuance. Approval of the Second Nasdaq Proposal required the affirmative vote of the holders of a majority of the shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. The Second Nasdaq Proposal received the following votes:

For				% of Shares Present				Against				% of Shares Present				Abstain				% of Shares Present				Broker Non-Vote
	2,195,643				99.70	%			6,052				0.27	%			510				0.02	%			0

2

The proposal was approved.

Proposal Number 6 - The Incentive Plan Proposal — to approve and adopt the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan in connection with the Business Combination. Approval of the Incentive Plan Proposal required the affirmative vote of the holders of a majority of the shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. The Incentive Plan Proposal received the following votes:

For				% of Shares Present				Against				% of Shares Present				Abstain				% of Shares Present				Broker Non-Vote
	2,195,644				99.70	%			6,051				0.27	%			510				0.02	%			0

The proposal was approved.

Proposal 7 - The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the TBMC Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the Merger Proposal, in the event TBMC does not receive the requisite stockholder vote to approve such proposal. Approval of the Adjournment Proposal required a majority of votes cast at the TBMC Special Meeting vote “FOR” the TBMC Adjournment Proposal. The Adjournment Proposal received the following votes:

For				% of Shares Present				Against				% of Shares Present				Abstain				% of Shares Present				Broker Non-Vote
	2,195,637				99.70	%			6,052				0.27	%			516				0.02	%			0

Since all the other proposals had received the required approval, this proposal was rendered moot and not presented at the Special Meeting on February 18, 2026.

3

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: February 24, 2026

TRAILBLAZER MERGER CORPORATION I

By:	/s/ Yosef Eichorn
Name:	Yosef Eichorn
Title:	Chief Executive Officer

4

FAQ

What did TBMC stockholders approve regarding the Cyabra merger?

TBMC stockholders approved the business combination with Cyabra Strategy Ltd., adopting the merger agreement and related transactions. This includes renaming the combined entity Cyabra, Inc. once completed, and satisfies a key condition for closing the transaction under the negotiated deal terms.

How strong was stockholder turnout at the TBMC special meeting?

Turnout was high, with 2,202,205 common shares represented, equal to about 89.80% of outstanding shares. This strong participation supports the legitimacy of the approvals for the merger, governance changes, Nasdaq share-issuance proposals, and the new equity incentive plan.

Which governance changes did TBMC investors approve for Cyabra, Inc.?

Investors approved nine separate governance proposals on a non-binding advisory basis, tied to the new Cyabra, Inc. charter and amended bylaws. Each sub-proposal (3A through 3I) received roughly 99.7% of shares present voting in favor, with minimal opposition or abstentions reported.

What Nasdaq-related share issuance proposals did TBMC approve?

Stockholders backed two Nasdaq-related proposals authorizing share issuances exceeding 20% of pre-transaction outstanding common stock. These cover Holdings common stock issued in the merger and shares issuable upon conversion of Series B preferred and PIPE warrants at business combination closing.

Did TBMC approve a new equity incentive plan for Cyabra, Inc.?

Yes. Stockholders approved the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan by a large margin, with about 99.70% of shares present voting for it. This plan is intended to grant future equity awards to employees, directors, and other service providers of the combined company.

Was the TBMC adjournment proposal used during the special meeting?

No. Although the adjournment proposal itself received sufficient support, it was rendered moot. All other key proposals, including the merger, charter, governance, Nasdaq, and incentive plan items, achieved their required approval thresholds at the February 18, 2026 special meeting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.5 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB