TBMCR Trailblazer Merger Corporation I

 

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): November 11, 2024 

 

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 1.01. Entry into a Material Definitive Agreement.

 

Amendment to Merger Agreement

 

As previously disclosed, 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”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement. 

 

On November 11, 2024, the parties thereto entered into an amendment to the Merger Agreement (the “Amendment”) in order to:

 

(i)

increase the size of Parent’s Board of Directors from five directors to seven directors;

 

(ii)

increase the size of the Parent Equity Incentive Plan from 10% to 15% due to the fact that certain previously contemplated grants will be included as part of the Parent Equity Incentive Plan;

 

(iii)

amend the provision related to the share grant to the Key Employees to clarify that such grant may be subject to additional vesting conditions as agreed upon between the respective Key Employee and Cyabra; and

 

(iv)

amend the Outside Closing Date from December 31, 2024 to March 31, 2025.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.

 

Important Information About the Merger and Where to Find It

 

The Merger will be submitted to shareholders of Parent for their consideration. Parent intends to file the Registration Statement with the SEC which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to Parent stockholders 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 stockholders and other interested persons are advised to read, once available, 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 stockholders to be held to approve, among other things, the Merger, because these documents will contain important information about Parent, the Company and the Merger. Stockholders may also obtain a copy of the 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 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, 2023, which was filed with the SEC on March 29, 2024, 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 the 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, 2023, which was filed with the SEC on March 29, 2024, 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 the Company presently know or that Parent and the 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 the 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 the Company anticipate that subsequent events and developments will cause Parent’s and the Company’s assessments to change. However, while Parent and the Company may elect to update these forward-looking statements at some point in the future, Parent and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Parent’s and the 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 Number		Description
2.1		Amendment No. 1 to Merger Agreement, dated as of November 11, 2024, by and among Cyabra Strategy Ltd., Trailblazer Merger Corporation I, Trailblazer Holdings, Inc. and Trailblazer Merger Sub Ltd.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

SIGNATURE

 

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.

 

	Trailblazer Merger Corporation I
Dated: November 12, 2024	By:	/s/ Arie Rabinowitz
		Name:	Arie Rabinowitz
		Title:	Chief Executive Officer

 

 

4

 

Exhibit 2.1

 

AMENDMENT NO. 1 TO MERGER AGREEMENT

 

This AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of November 11, 2024, by and among (i) Cyabra Strategy Ltd., a private company organized in Israel (the “Company”), Trailblazer Merger Corporation I, a Delaware corporation (“Parent), Trailblazer Holdings, Inc., a Delaware corporation (“Holdings”), and Trailblazer Merger Sub, Ltd., an Israeli company (“Merger Sub” and together with the Company, Parent and Holdings, the “Parties” and each, a “Party”). Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (as defined below).

 

WHEREAS, the Parties entered into that certain Merger Agreement, dated as of July 22, 2024 (the “Original Agreement”), and desire to amend the Original Agreement as set forth herein;

 

WHEREAS, pursuant to the Original Agreement, among other things, upon the terms and subject to the conditions thereof, (a) Trailblazer shall merge with and into Holdings and Holdings shall be the survivor of such merger (the “Parent Merger” and all references to Trailblazer 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 “Acquisition Merger” and, together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the “Business Combination”), following which Merger Sub will cease to exist and the Company will become a wholly owned subsidiary of Holdings; and

 

WHEREAS, in connection with the Business Combination, the Parties desire to amend the Original Agreement upon the terms and subject to the conditions set forth herein (the Original Agreement, as amended pursuant to this Amendment and as may be further amended, supplemented, modified and/or restated from time to time in accordance with its terms, the “Agreement”).

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

 

1. Amendments to the Agreement.

 

1.1 Amendment to Directors of Parent. The first two sentences of Section 2.9 of the Agreement are hereby amended and restated in its entirety as follows: “At the Effective Time, Parent’s Board of Directors will consist of seven (7) directors. Sponsor shall have the right to designate one (1) director and the Company shall have the right to appoint six (6) directors.”

 

 

1.2 Amendment to Required Parent Proposals. Clause (iii) of Section 6.5(e) of the Agreement is hereby deleted in its entirety and the definition of “Required Parent Proposals” in Section 6.5(e) of the Agreement is hereby amended and restated in its entirety as follows: “(the proposals set forth in the foregoing clauses (i) through (iv), the “Required Parent Proposals”)”.

 

1.3 Amendment to Parent Equity Incentive Plan. The words “ten percent (10%)” in Section 8.7(a) are hereby deleted and replaced with the words “fifteen percent (15%)”.

 

1.4 Amendment to Share Grant to Key Employees. The words “subject to any additional vesting considerations that may be agreed upon between the Company and each respective Key Employee” shall be added to the end of Section 8.11.

 

1.5 Amendment to Outside Closing Date. The words “December 31, 2024” in Section 10.1(a) of the Agreement are hereby deleted and replaced with the words “March 1, 2025”.

 

2. Miscellaneous.

 

2.1 No Further Amendment. The Parties agree that all other provisions of the Agreement shall, subject to the amendments set forth in Section 1 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment shall form an integral and inseparable part of the Agreement. From and after the date of this Amendment, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than in this Amendment or as otherwise expressly provided) will be deemed to mean the Agreement, as amended by this Amendment, whether or not this Amendment is expressly referenced.

 

2.2 Other Terms. The provisions of Article XI of the Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the Parties hereto, mutatis mutandis.

 

[Remainder of page intentionally left blank. Signature pages follow.]

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized.

 

	Parent:
	TRAILBLAZER MERGER CORPORATION I
	By:	/s/ Arie Rabinowitz
		Name:	Arie Rabinowitz
		Title:	Chief Executive Officer
	Merger Sub:
	TRAILBLAZER MERGER SUB LTD.
	By:	/s/ Chanan Schneider
		Name:	Chanan Schneider
		Title:	Director
	Holdings:
	TRAILBLAZER HOLDINGS, INC.
	By:	/s/ Arie Rabinowitz
		Name:	Arie Rabinowitz
		Title:	Chief Executive Officer
	Company:
	CYABRA STRATEGY LTD.
	By:	/s/ Dan Brahmy
		Name:	Dan Brahmy
		Title:	Chief Executive Officer

 

[Signature Page to Amendment No. 1 to Merger Agreement]

 

 

3

 

 

v3.24.3

Cover	Nov. 11, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 11, 2024
Entity File Number	001-41668
Entity Registrant Name	Trailblazer Merger Corporation I
Entity Central Index Key	0001934945
Entity Tax Identification Number	87-3710376
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	510 Madison Avenue
Entity Address, Address Line Two	Suite 1401
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	586-8224
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock
Title of 12(b) Security	Class A Common Stock
Trading Symbol	TBMC
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	TBMCR
Security Exchange Name	NASDAQ

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