8-K - TBMC - Equibles

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

September 20, 2024 (September 16, 2024)

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<br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)
510 Madison Avenue Suite 1401<br><br> New York, NY	10022
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(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
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 intoa Material Definitive Agreement.

The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligationor an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 16, 2024, Trailblazer Merger Corporation I (the “Company”) entered into an amendment (the “Amendment”) of its unsecured promissory note (the “Note”) with Trailblazer Sponsor Group, LLC, pursuant to which the maximum amount available to borrow under the Note was further increased by an additional $200,000 to $1,980,000. The Amendment also extended the term of the Note to December 31, 2024.

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 with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
2.1	Amendment to Promissory Note dated as of September 16, 2024

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: September 20, 2024

TRAILBLAZER MERGER CORPORATION I
By:	/s/ Arie Rabinowitz
Name:	Arie Rabinowitz
Title:	Chief Executive Officer

Exhibit 2.1

AMENDMENT TO PROMISSORY NOTE

This Amendment (the “Amendment”) to that certain Promissory Note, dated as of May 17, 2022, as amended from time to time (the “Note”) by and among Trailblazer Merger Corporation I, a Delaware corporation (the “Maker”), and Trailblazer Sponsor Group, LLC (the “Payee”), is made and entered into effective as of September 16, 2024 by Maker and Payee.

W I T N E S S E T H:

WHEREAS, Payee made a loan to Maker in the original principal amount of three hundred thousand dollars ($300,000.00) which amount was subsequently increased by four hundred thousand dollars ($400,000.00) as evidenced by the Amendment to Promissory Note dated as of January 20, 2023 which amount was, further, subsequently increased by six hundred ninety thousand dollars ($690,000.00) as evidenced by the Amendment to Promissory Note dated as of March 27, 2024 and again increased by Six Hundred Ninety Thousand Dollars ($690,000.00) as evidenced by the Amendment to Promissory Note dated as of June 2024; and

WHEREAS, Maker has certain working capital obligations in the aggregate amount of Two Hundred Thousand Dollars ($200,000.00) and Maker and Payee now desire to amend the provisions of the Note to increase the Principal Amount by such amount as set forth herein.

NOW, THEREFORE, in consideration of the covenants set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Maker and Payee hereby agree as follows:

1.	Modifications to the Note.

(a) The Note is hereby amended as follows:

“Principal Amount: $1,980,000.00.”

(b) The introductory paragraph of the Note is hereby amended as follows:

“Trailblazer Merger Corporation I, a Delaware corporation (the “Maker”), promises to pay to the order of Trailblazer Sponsor Group, LLC or its registered assigns or successors in interest (the “Payee”) the principal sum of One Million Nine Hundred Eighty Thousand Dollars ($1,980,000.00) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.”

1.	Principal. The principal balance of this Promissory Note (this “Note”) shall<br>be payable on December 31, 2024. The principal balance may be prepaid at any time.
2.	Modifications to Amendment. No provision of this Amendment may be waived, amended or supplemented<br>except by a written instrument executed by Payee and Maker.
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3.	Successors and Assigns. This Amendment, which sets forth the entire understanding of the parties<br>hereto with respect to the subject matter hereof, inures to the benefit of, and shall be binding upon, the parties hereto and their respective<br>successors and assigns.
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4.	Severability. In the event that any one or more of the provisions contained in this Amendment shall<br>for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not<br>affect any other provision of this Amendment, but this Amendment shall be construed as if such invalid, illegal or unenforceable provision<br>had never been contained herein.
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5.	Captions; Counterparts. Captions used in this Amendment are for convenience of reference only and<br>shall not be deemed a part of this Amendment nor used in the construction of its meaning. This Amendment may be signed in counterparts.
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6.	Ratification. Except as specifically amended hereby, all of the terms, covenants and conditions<br>and stipulations contained in the Note are ratified and confirmed in all respects and shall continue to apply with full force and effect.
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[signature pages follow]

IN WITNESS WHEREOF, Maker and Payee have duly executed this Amendment, as of the date and year first above written.

MAKER:
TRAILBLAZER MERGER CORPORATION I
By:	/s/ Arie Rabinowitz
Name:	Arie Rabinowitz
Title:	Chief Executive Officer

AGREED TO AND ACCEPTED:
PAYEE:
TRAILBLAZER SPONSOR GROUP, LLC
By:	/s/ Joseph Hammer
Name:	Joseph Hammer
Title:	Manager

Signature page to Amendment to Promissory Note