Trailblazer Merger I (TBMCR) SEC Filings

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.

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.

Trailblazer Merger Corporation I entered into an amendment to its Second Amended and Restated Promissory Note with Alpha Capital Anstalt, increasing the note amount by $500,000 to $5,330,000 as of February 11, 2026. This amendment creates a direct financial obligation for the company.

The filing also reiterates details of the planned business combination with Cyabra Strategy Ltd., under which the surviving public company will be renamed Cyabra, Inc., and reminds shareholders that a Form S-4 registration statement and related proxy statement/prospectus have been filed for their review before voting on the merger.

Trailblazer Merger Corp I received an amended Schedule 13G/A from AQR investment entities indicating they no longer beneficially own its Class A common stock. The filing reports that AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC each hold 0 shares, representing 0% of the class.

The report confirms these securities were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the company. Each AQR entity also reports no sole or shared power to vote or dispose of any Trailblazer Merger Corp I shares.

Trailblazer Merger Corp I (TBMC) received an amended Schedule 13G showing that former reporting persons now report no beneficial ownership of its Class A common stock. As of December 31, 2025, both Kerry Propper and Antonio Ruiz‑Gimenez report 0 shares and 0.0% of the class.

They each report no sole or shared voting or dispositive power over any shares and state that any securities referenced were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of the company.

Trailblazer Merger Corporation I reported leadership changes and reiterated information about its planned business combination with Cyabra Strategy Ltd. On January 20, 2026, Arie Rabinowitz resigned as a director and as Chief Executive Officer of Trailblazer Merger Corporation I and also stepped down as Chief Executive Officer and sole director of its subsidiary, Trailblazer Holdings, Inc. The company states his resignation did not result from any disagreement with management or the board.

On January 21, 2026, the board appointed Yosef Eichorn as Chief Executive Officer of Trailblazer Merger Corporation I and as Chief Executive Officer and sole director of Trailblazer Holdings, Inc. He is currently the company’s Chief Development Officer and Vice President of Investments at LHX, with prior roles at LH Financial in research, compliance, and investments. The filing notes that Mr. Eichorn is the son-in-law of Mr. Rabinowitz.

The company also reminds shareholders of its previously announced merger agreement involving Trailblazer Merger Corporation I, Trailblazer Merger Sub, Ltd., Trailblazer Holdings, Inc. and Cyabra Strategy Ltd., under which Cyabra would become a wholly owned subsidiary and the combined entity is expected to be renamed Cyabra, Inc. The transaction will be submitted to shareholders for approval, and a registration statement on Form S-4 with a proxy statement/prospectus has been filed with the SEC.

Trailblazer Merger Corporation I is asking shareholders to approve its business combination with Israeli company Cyabra Strategy Ltd., creating a new parent, Trailblazer Holdings, Inc., which will be renamed Cyabra, Inc. and is expected to list on Nasdaq. The deal is structured so Trailblazer first merges into Holdings, then a subsidiary merges with Cyabra, leaving Cyabra as a wholly owned subsidiary.

Cyabra shareholders will receive 10,600,000 shares of Holdings common stock (including shares underlying Series A preferred issued on note conversions), plus up to 3,000,000 earnout shares tied to future stock price targets, and 400,000 shares for key employees under a 2026 equity plan. A PIPE financing of at least $6 million in Series B preferred will close with the merger, but is reduced if more than $3.5 million remains in Trailblazer’s trust.

Public shareholders can redeem their Class A shares for cash from the trust (about $11.98 per share based on $3.99 million as of early January 2026) regardless of how they vote. Sponsor and insiders own about 86.4% of outstanding shares, have agreed to vote for the deal, and would lose their founder and private placement securities if no transaction occurs, creating potential conflicts that are highlighted in the document. The board unanimously recommends the merger and obtained a fairness opinion from Roth Capital Partners.

Trailblazer Merger Corporation I has extended the deadline to complete its initial business combination to September 30, 2025. The company funded this latest one‑month extension by depositing $83,286.56 into its trust account, moving the prior August 31, 2025 deadline out by another month.

The filing also reiterates that Trailblazer has a signed merger agreement with Cyabra Strategy Ltd., under which Cyabra would become a wholly owned subsidiary of a renamed public company, Cyabra, Inc., following a series of merger steps. The proposed transaction will be submitted to shareholders for approval via a proxy statement/prospectus on Form S‑4 once the registration statement is declared effective.

Kerry Propper and Antonio Ruiz-Gimenez report shared beneficial ownership of 237,144 Class A shares of Trailblazer Merger Corporation I, equal to 5.3% of the outstanding class based on 4,499,115 shares. The shares are held by private funds managed by ATW SPAC Management LLC and SZOP Multistrat Management LLC, whose managing members are the reporting persons, and the report attributes shared voting and dispositive power to them.

The filers state they have no sole voting or dispositive power, disclaim direct beneficial ownership except for any pecuniary interest, and certify the securities were acquired and are held in the ordinary course of business and not to change or influence control of the issuer.