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
May 15, 2023
Date of Report (Date of earliest event reported)
TrailblazerMerger Corporation I
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41668 | 87-3710376 |
|---|---|---|
| (State or other jurisdiction of <br><br>incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>Identification No.) |
| 510 Madison Avenue<br><br> <br>Suite 1401<br><br> <br>New York, NY | 10022 | |
| --- | --- | |
| (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 |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock | TBMC | The Nasdaq Global Market |
| Units | TBMCU | The Nasdaq Global Market |
| Rights | TBMCR | The Nasdaq Global Market |
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 x
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 8.01 Other Events
On May 15, 2023, Trailblazer Merger Corporation I (the “Company”) announced that shares of the Company’s Class A common stock (the “Common Stock”) and rights to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination (the “Rights”), which together comprise the units sold in its initial public offering (the “Units”) will commence trading separately, commencing on or about May 15, 2023.
The Class A common stock and rights will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols TBMC and TBMCR, respectively. At the time that the Common Stock and Rights begin separate trading, holders will hold the separate securities and no longer hold units, and the units will no longer trade on Nasdaq under the symbol TBMCU. This is a mandatory and automatic separation, and no action is required by the holders of the Units.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
|---|---|
| Exhibit<br><br><br> No. | Description |
| --- | --- |
| 99.1 | Press release dated May 15, 2023 |
| 104 | Cover Page Interactive Data File - the cover page XBRL<br> tags are 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: May 15, 2023 | |
|---|---|
| TRAILBLAZER MERGER CORPORATION I | |
| By: | /s/ Arie Rabinowitz |
| Name: | Arie Rabinowitz |
| Title: | Chief Executive Officer |
Exhibit 99.1
Trailblazer Merger Corporation I Announces theSeparate Trading of its Class A Common Stock and Rights Commencing May 15, 2023
NewYork– May 15, 2023 – Trailblazer Merger Corporation I (the “Company”) announced that, commencing May 15, 2023, shares of the Company’s Class A common stock and rights, which together comprise the units sold in the Company’s initial public offering, will begin separate trading. At such time, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. The separated Class A common stock and rights are expected to trade on the Nasdaq Global Market under the symbols “TBMC” and “TBMCR,” respectively. No fractional rights will be issued upon separation of the units and only whole rights will trade.
The units were initially offered by the Company in an underwritten offering. LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. acted as joint book-running managers of the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on March 28, 2023.
The offering was made only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from LifeSci Capital LLC, 250 West 55th Street, 34th Floor, New York, New York 10019, or by calling (646) 889-1200.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Trailblazer Merger Corporation I
TBMC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. While TBMC may pursue an initial business combination target in any business or industry, TBMC intends to focus its search for a target business on companies operating in the technology industry.
Forward-Looking Statements
This press release contains “forward-looking statements” that are not historical facts, including with respect to the anticipated separation of the units into Class A common stock and rights. No assurance can be given that the units will be separated as indicated. Forward-looking statements involve risks and uncertainties and are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
TBMC Contact:
Yosef Eichorn
Chief Development Officer
Trailblazer Merger Corporation I
(646) 747-9618
info@trailblazermergercorp.com