Trailblazer Merger (NASDAQ: TBMC) warned on Nasdaq listing as MVPHS, float fall short

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Trailblazer Merger Corporation I reported that Nasdaq has notified it of two listing deficiencies for its Class A common stock on the Nasdaq Global Market. For 30 consecutive business days, the company’s market value of publicly held shares was below the $15,000,000 minimum required under Nasdaq Listing Rule 5450(b)(2)(C).

Under Nasdaq’s rules, Trailblazer has until August 31, 2026 to have its market value of publicly held shares close at or above $15,000,000 for at least ten consecutive business days to regain compliance. Separately, Nasdaq also notified the company that its publicly held shares fell below the 1,100,000 share minimum required under Nasdaq Listing Rule 5450(b)(2)(B), triggering a requirement to submit a compliance plan within 45 days, with a potential extension of up to 180 days.

Both notices currently have no immediate effect on the listing or trading of the company’s stock, and Nasdaq indicates Trailblazer may be eligible to transfer to the Nasdaq Capital Market if it meets those standards. The company expects these deficiencies could be resolved if its planned business combination with Cyabra Strategy Ltd. closes, but it also notes there is no assurance it will regain or maintain compliance with Nasdaq listing standards.

Positive

None.

Negative

Nasdaq listing deficiencies highlight elevated delisting risk: Trailblazer Merger Corporation I is below Nasdaq Global Market requirements for both market value of publicly held shares and minimum publicly held share count, creating a defined timeline and uncertainty around its ability to maintain its current listing tier.

Insights

Nasdaq deficiency notices increase listing risk but allow time to fix issues.

Trailblazer Merger Corporation I has fallen below two Nasdaq Global Market thresholds: a $15,000,000 minimum market value of publicly held shares and a 1,100,000-share minimum publicly held float. These are core quantitative listing standards, so failing them raises clear listing risk.

Nasdaq has granted time for remediation. The company has until August 31, 2026 to restore its market value of publicly held shares and roughly 45 days to submit a plan to cure the publicly held share count, with a possible extension of up to 180 days. Actual impact will depend on execution of that plan and broader market conditions.

Management points to the planned business combination with Cyabra Strategy Ltd. as a potential solution and may also consider a transfer to the Nasdaq Capital Market if it satisfies those criteria. Until compliance is restored, there is ongoing uncertainty around continued Nasdaq Global Market listing, and future disclosures about the business combination and any listing transfer decisions will shape the outcome.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

FAQ

What Nasdaq listing rules did Trailblazer Merger Corporation I (TBMC) fail to meet?

Trailblazer Merger Corporation I fell below Nasdaq Global Market standards for market value of publicly held shares under Rule 5450(b)(2)(C) and for publicly held shares under Rule 5450(b)(2)(B). These deficiencies triggered formal notices and compliance timelines from Nasdaq.

How much time does TBMC have to regain compliance with Nasdaq’s $15,000,000 MVPHS requirement?

Nasdaq granted Trailblazer Merger Corporation I a compliance period through August 31, 2026. Its market value of publicly held shares must close at or above $15,000,000 for at least ten consecutive business days within this period to satisfy the MVPHS rule.

What is the issue with TBMC’s publicly held shares (PHS) on Nasdaq?

Nasdaq notified Trailblazer Merger Corporation I that its publicly held shares fell below the 1,100,000-share minimum required for Nasdaq Global Market listing. The company must submit a compliance plan within 45 days, and Nasdaq may grant up to 180 days to evidence compliance.

Does the Nasdaq deficiency notice immediately affect trading of TBMC stock?

The notices state there is no immediate effect on the listing or trading of Trailblazer Merger Corporation I’s common stock on the Nasdaq Global Market. The stock remains listed while the company pursues remediation within the specified compliance periods.

How might the Cyabra Strategy Ltd. business combination impact TBMC’s Nasdaq compliance?

Trailblazer Merger Corporation I explains it expects the deficiencies to be resolved in connection with closing its business combination with Cyabra Strategy Ltd. However, it also warns there is no assurance it will regain or maintain compliance with Nasdaq listing standards.

Can TBMC move from the Nasdaq Global Market to the Nasdaq Capital Market?

Both Nasdaq letters note Trailblazer Merger Corporation I may be eligible to transfer its listing to the Nasdaq Capital Market, provided it then meets that market’s continued listing criteria. This potential transfer is presented as an option, not a guaranteed outcome.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 03/09/2026 - 04:16 PM

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): March 3, 2026

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)

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

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 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title for 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On March 3, 2026,Trailblazer Merger Corporation I (the “Company”) received a letter from Nasdaq (the “Notice”) which notified the Company that, for 30 consecutive business days, the Company’s market value of publicly held shares (“MVPHS”) was below the $15,000,000 threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until August 31, 2026 (the “MVPHS Compliance Period”), to regain compliance with the MVPHS Rule. The Notice notes that, to regain compliance, the Company’s MVPHS must close at or above $15,000,000 for a minimum of ten consecutive business days during the MVPHS Compliance Period. The Notice further notes that if the Company is unable to satisfy the MVPHS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end of the MVPHS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel.

The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market.

The Company expects that this deficiency will be resolved in connection with the closing of its business combination with Cyabra Strategy Ltd. In the event that the closing does not occur, the Company intends to actively monitor the Company’s MVPHS between now and August 31, 2026, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the MVPHS Rule. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

In addition, on March 3, 2026,the Company received a letter from Nasdaq (the “Additional Notice”) which notified the Company that the Company’s publicly held shares (“PHS”) was below the 1,100,000 threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(B) (the “PHS Rule”).

The Additional Notice further states that the Company has 45 calendar days from the date of the Additional Notice to submit a plan to regain compliance with the PHS Rule and, if such plan is accepted, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the Additional Notice to evidence compliance with the PHS Rule. If Nasdaq does not accept such plan, the Company will have the opportunity to appeal that decision to a hearings panel. The Additional Notice further notes that the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market).

The Additional Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market.

The Company expects that this deficiency will be resolved in connection with the closing of its business combination with Cyabra Strategy Ltd. In the event that the closing does not occur, the Company intends to actively monitor the Company’s PHS, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the PHS Rule. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT NO.		DESCRIPTION
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: March 9, 2026

TRAILBLAZER MERGER CORPORATION I

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents