8-K
Trailblazer Merger Corp I (TBMC)
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 6, 2025
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> <br>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 intoa Material Definitive Agreement.
Amendment to MergerAgreement
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 amended on November 11, 2024 and as it may be further 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 6, 2025, the parties thereto entered into an amendment to the Merger Agreement (the “Amendment”) in order to, among other things:
| ● | amend<br> the provision related to the PIPE Investment to reflect that the PIPE Investors will receive<br> Holdings Series B Preferred Stock and not Holdings Common Stock; |
|---|---|
| ● | amend the Base Purchase Price from $70,000,000 to $106,000,000; |
| ● | amend<br> the First Calculation Period from December 31, 2025 to December 31, 2026; and |
| --- | --- |
| ● | amend<br> the Outside Date to February 1, 2026. |
| --- | --- |
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 InformationAbout the Business Combination and Where to Find It
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 amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (a) Parent shall merge with and into Holdings and Holdings shall be the survivor of such merger (the “Parent Merger” and all references to Parent 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 “Merger”), following which Merger Sub will cease to exist and the Company will become a wholly owned subsidiary of Parent (the “Surviving Corporation”). In connection with the Merger, Parent will be renamed “Cyabra, Inc.”
The Merger will be submitted to shareholders of Parent for their consideration. Holdings has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC which includes a preliminary proxy statement of Parent and a preliminary prospectus of Holdings (a “Proxy Statement/Prospectus”). Once the Registration Statement has been declared effective, a definitive Proxy Statement/Prospectus will be mailed to Parent’s shareholders 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 shareholders and other interested persons are advised to read 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 shareholders to be held to approve, among other things, the Merger, because these documents will contain important information about Holdings, Parent, the Company and the Merger. Shareholders may also obtain a copy of any 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 Holdings or 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.
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Participants inthe 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, 2024, which was filed with the SEC on March 25, 2025, 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-LookingStatements
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 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, 2024, which was filed with the SEC on March 25, 2025, 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 Company presently know or that Parent and 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 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 Company anticipate that subsequent events and developments will cause Parent’s and Company’s assessments to change. However, while Parent and Company may elect to update these forward-looking statements at some point in the future, Parent and Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Parent’s and 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.
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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. FinancialStatements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 2.1 | Amendment No. 2 to Merger Agreement, dated as of November 6, 2025, 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<br> the Inline XBRL document) |
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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, 2025 | By: | /s/ Arie Rabinowitz | |
| Name: | Arie Rabinowitz | ||
| Title: | Chief Executive Officer |
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Exhibit 2.1
AMENDMENT NO. 2 TO MERGER AGREEMENT
This AMENDMENT NO. 2 TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of November 6, 2025, 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”);
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;
WHEREAS, the Parties entered into that certain Amendment No. 1 to the Merger Agreement, dated as of November 11, 2024 (the “First Amendment” and the Original Agreement as amended by the First Amendment, the “First Amended Agreement”); and
WHEREAS, in connection with the Business Combination, the Parties desire to amend the First Amended Agreement upon the terms and subject to the conditions set forth herein (the First Amended 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 Amendments to Recitals.
1.1.1 Paragraph J of the recitals to the Agreement is hereby amended and restated in its entirety as follows:
“In connection with the transactions contemplated by this Agreement, Holdings will enter into subscription agreements, in the form and substance as reasonably agreed upon by Holdings and the Company (the “Subscription Agreements”), with certain investors providing for aggregate investments in the amount of no less than $6,000,000 in Holdings Series B Preferred Stock, except as otherwise set forth in Section 8.8 of this Agreement, in a private placement which will close concurrently with the Closing (the “PIPE Investment”);”
1.1.2 Paragraph I of the recitals to the Agreement is hereby amended to add the following proviso at the end of the paragraph:
“provided, further, that pursuant to the terms of those certain Promissory Notes issued (the “Additional Promissory Note”), issued by the Company in favor of an Affiliate of the Sponsor in the aggregate amount of $1,400,000 as of the date hereof, the Additional Promissory Note shall convert and form a part of the 2024 Convertible Notes.”
1.2 Amendment to Definitions.
1.2.1 The following definitions in Section 1.1 of the Agreement are hereby amended and restated in their entirety as follows:
“Base Purchase Price” means $106,000,000.
“Company Ordinary Shares” means the ordinary shares of the Company, NIS 0.01 par value per share other than the LifeSci Ordinary Shares, the Lowenstein Ordinary Shares and the Loeb Ordinary Shares.
“Company Preferred Shares” means the Series A Preferred Shares, Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-3 Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and Series C-1 Preferred Shares of the Company.”
1.2.2 The following definitions shall be added to Section 1.1 of the Agreement as follows:
“Holdings Series A Preferred Stock” means Holdings’ Series A Convertible Preferred Stock, $0.0001 par value per share.
“Holdings Series B Preferred Stock” means Holdings’ Series B Convertible Preferred Stock, $0.0001 par value per share.
“Holdings Series C Preferred Stock” means Holdings’ Series C Convertible Preferred Stock, $0.0001 par value per share.
“LifeSci Ordinary Shares” means the ordinary shares of the Company, NIS 0.01 par value per share, issued to LifeSci Capital LLC.
“Loeb Ordinary Shares” means the ordinary shares of the Company, NIS 0.01 par value per share, issued to Loeb & Loeb LLP.
“Lowenstein Ordinary Shares” means the ordinary shares of the Company, NIS 0.01 par value per share, to Lowenstein Sandler, LLP.
1.3 Amendment to Section 3.1. Section 3.1(b) of the Agreement is hereby amended and restated in its entirety as follows:
“Each Company Preferred Share issued and outstanding immediately prior to the Effective Time (other than any such Company Preferred Shares cancelled pursuant to Section 3.1(a) and the Company Preferred Shares issued to the holders of the 2024 Convertible Notes which may, at the election of such holder, instead convert into the right to receive shares of Holdings Series A Preferred Stock) shall, in accordance with the Company Articles, be converted (x) first into Company Ordinary Shares and (y) then into the right to receive a number of shares of Parent Common Stock equal to: (i) the Conversion Ratio multiplied by (ii) the number of Company Ordinary Shares issuable upon conversion of such share of Company Preferred Shares as of immediately prior to the Effective Time (the “Per Preferred Share Merger Consideration”).”
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1.4 Amendment to Section 3.3. The word “Reserved” is hereby deleted and replaced with the following: “ Parent Convertible Note. The Second Amended and Restated Promissory Note of the Parent in favor of the Sponsor dated as of July 29, 2025, as amended, shall convert into Holdings Series C Preferred Stock upon the Closing pursuant to the terms set forth therein.”
1.5 Amendment to Section 3.6. The words “December 31, 2025” in Section 3.6(a) of the Agreement are hereby deleted and replaced with the words “December 31, 2026”.
1.6 New Section 3.11. A new Section 3.11 is hereby added to the Agreement:
“Conversion of Advisor Shares. At the Effective Time, as a result of the Merger and without any action on the part of any of the Parties hereto, the following actions shall occur:
(a) LifeSci OrdinaryShares. The LifeSci Ordinary Shares shall automatically convert into 105,000 shares of Holdings Common Stock.
(b) Loeb OrdinaryShares. The Loeb Ordinary Shares shall automatically convert into 1,000,000 shares of Holdings Common Stock.
(c) LowensteinOrdinary Shares. The Lowenstein Ordinary Shares shall automatically convert into 1,000,000 shares of Holdings Common Stock.”
1.7 Amendment to Section 7.4. The last sentence of Section 7.4 of the Agreement is hereby amended and restated in its entirety as follows:
“Notwithstanding the foregoing or anything in the disclosure schedules to the contrary, not less than 90% of the Company Shareholders, other than the holders of Series B Preferred Shares of the Company, Series C Preferred Shares of the Company or Series C-1 Preferred Shares of the Company, shall enter into a Lock-Up Agreement with Parent.”
1.8 Amendment to Section 10.1.
1.8.1 The words “March 1, 2025” in Section 10.1(a) of the Agreement are hereby deleted and replaced with the words “February 1, 2026”.
1.8.2 The date in the proviso in Section 10.1(a) of the Agreement shall be amended to be” February 1, 2026”..
| 2. | Miscellaneous. |
|---|
2.1 No Further Amendment. The Parties agree that all other provisions of the First Amended 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 First Amended 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.]
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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<br> MERGER CORPORATION I | |
| By: | /s/<br> Arie Rabinowitz |
| Name: | Arie<br> Rabinowitz |
| Title: | Chief<br> Executive Officer |
| Merger Sub: | |
| TRAILBLAZER<br> MERGER SUB LTD. | |
| By: | /s/<br> Chanan Schneider |
| Name: | Chanan<br> Schneider |
| Title: | Director |
| Holdings: | |
| TRAILBLAZER<br> HOLDINGS, INC. | |
| By: | /s/<br> Arie Rabinowitz |
| Name: | Arie<br> Rabinowitz |
| Title: | Chief<br> Executive Officer |
| Company: | |
| CYABRA<br> STRATEGY LTD. | |
| By: | /s/<br> Dan Brahmy |
| Name: | Dan<br> Brahmy |
| Title: | Chief<br> Executive Officer |
[Signature Page to Amendment No. 2 to Merger Agreement]