UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported
(Exact Name of Registrant as Specified in its Charter)
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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:
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| Soliciting material pursuant to Rule 14a-12 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 | ||
| The | ||||
| The |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the annual meeting of stockholders held on September 29, 2025 (the “Annual Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on September 30, 2025 (the “Charter Amendment”), to (a) modify the terms and extend the date (the “Termination Date”) by which the Company has to consummate a business combination by allowing the Company, through resolution of the board of directors without another stockholder vote, to elect to extend the Termination Date by one month each time from September 30, 2025 to March 30, 2026, or such earlier date as determined by the Board in its sole discretion, unless the closing of a business combination shall have occurred prior thereto.
The Charter Amendment is filed as Exhibit 3.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 29, 2025 the Company held the Annual Meeting. On August 28, 2025, the record date for the Annual Meeting, there were 4,449,116 shares of common stock of the Company entitled to be voted at the Annual Meeting, 3,272,922 shares of common stock of the Company or 72.75% of which were represented in person or by proxy.
| 1. | Extension Amendment Proposal |
Stockholders approved the proposal (the “the Extension Amendment Proposal”) to amend the Company’s amended and restated certificate of incorporation to extend the date (the “Termination Date”) by which the Company has to consummate a business combination by allowing the Company, through resolution of the board of directors without another stockholder vote, to elect to extend the Termination Date by one month each time from September 30, 2025 to March 30, 2026, or such earlier date as determined by the board of directors in its sole discretion, unless the closing of a business combination shall have occurred prior thereto. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | |||||||||||
| 3,270,066 | 2,856 | 0 | 0 | |||||||||||
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| 2. | Trust Amendment Proposal |
Stockholders approved the proposal (the “the Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of March 28, 2023, as amended, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement Amendment”), allowing the Company to extend the date by which the Company must consummate a business combination up to six (6) times, each such extension for an additional one (1) month period, until March 30, 2026. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | |||||||||||
| 3,270,065 | 2,857 | 0 | 0 | |||||||||||
The Trust Agreement Amendment is filed as Exhibit 10.1 hereto.
| 3. | Ratification Proposal |
Stockholders approved the proposal (the “the Ratification Proposal”) to ratify the appointment of CBIZ CPAs P.C., as the Company’s independent auditors, for the fiscal year ending December 31, 2025. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | |||||||||||
| 3,272,719 | 3 | 200 | 0 | |||||||||||
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Annual Meeting, 2,046,800 shares were tendered for redemption.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| EXHIBIT NO. |
DESCRIPTION | |
| 3.1 | Charter Amendment to the Amended and Restated Certificate of Incorporation dated September 30, 2025 | |
| 10.1 | Amendment to Investment Management Trust Agreement, dated September 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 3, 2025 | ||
| TRAILBLAZER MERGER CORPORATION I | ||
| By: | /s/ Arie Rabinowitz | |
| Name: | Arie Rabinowitz | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
| Delaware | Page 1 |
The First State
I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “TRAILBLAZER MERGER CORPORATION I”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 2025, AT 12:24 O’CLOCK P.M.
| C.P.Sanchez | |||
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Charuni Patibanda-Sanchez, Secretary of State | ||
| 6383687 8100 | Authentication: 204901773 | ||
| SR# 20254128496 | Date: 09-30-25 | ||
| You may verify this certificate online at corp.delaware.gov/authver.shtml | |||
| State of Delaware | |
| Secretary of State | |
| Division of Corporations | |
| Delivered 12:24 PM 09/30/2025 | |
| FILED 12:24 PM 09/30/2025 | |
| SR 20254128496 - File Number 6383687 |
AMENDMENT
TO
THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TRAILBLAZER MERGER CORPORATION I
Pursuant to
Section 242 of the
Delaware General Corporation Law
TRAILBLAZER MERGER CORPORATION I (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is “Trailblazer Merger Corporation I”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 12, 2021 and was subsequently amended on May 17, 2022. An amended and restated certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 28, 2023, and an amendment to the amended and restated certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 27, 2024 (the “Amended and Restated Certificate of Incorporation”) |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) |
| 4. | The text of Article Seven, Section D is hereby amended and restated to read in full as follows: |
| (i) | D. In the event that the Corporation does not consummate a Business Combination in (i) 18 months from the consummation of the IPO or (ii) up to 36 months from the consummation of the IPO, if the Corporation elects to extend the amount of time to complete a Business Combination up to six times by an additional one month each time in accordance with the terms of the Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company, dated as of March 28, 2023, as amended (in any case, such date being referred to as the “Termination Date”) the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes, divided by the total number of IPO Shares then outstanding. |
| 5. | All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect. |
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IN WITNESS WHEREOF, Trailblazer Merger Corporation I has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 30th day of September 2025.
| TRAILBLAZER MERGER CORPORATION I | ||
| By: | /s/ Arie Rabinowitz | |
| Name: | Arie Rabinowitz | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF
TRAILBLAZER MERGER CORPORATION I
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 30, 2025, by and between Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated March 28, 2023, as amended, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, a total of $70,380,000 was placed in the Trust Account from the IPO and sale of private units in a private placement;
WHEREAS, the Trust Agreement provides that the Trustee shall commence liquidation of the Trust Account and distribute the Property in the Trust Account after receipt of, and only in accordance with, a Termination Letter; or in the event that a Termination Letter has not been received by the Trustee by the 12 month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 18-months from the effective date of the prospectus but has not completed the Business Combination within the applicable monthly anniversary of the effective date of the prospectus;
WHEREAS, the Company has obtained the requisite approval of the stockholders of the Company to amend the Trust Agreement;
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendments to Trust Agreement.
(a) The third whereas clause of the Trust Agreement is hereby amended and restated in its entirety as follows:
“WHEREAS, if a Business Combination (as defined below) is not consummated within the initial 18 month period following the closing of the Offering, the Company’s insiders may extend such period six times by an additional one-month each time, up to a maximum of 36 months in the aggregate, by depositing into the Trust Account (as defined below) an amount equal to $0.035 multiplied by the number of public shares that have not been redeemed on or about the first of each month (each, an “Applicable Deadline”), as applicable, for each one-month extension (each, an “Extension”), in exchange for which they will receive non-interest bearing, unsecured promissory notes;
and”
(b) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise taxes and income taxes, only as directed in the Termination Letter and the other documents referred to therein, (i) 18 months after the closing of the Offering (or up to 36 months if the time to consummate a Business Combination is extended on a monthly basis by the Company making an Extension Payment into the Trust Account) or (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes shall be distributed to the Public Stockholders of record as of such date;”
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(c) The text of the letter in Exhibit E is amended as follows:
“Pursuant to Section 1(l) of the Investment Management Trust Agreement between Trailblazer Merger Corporation I (“Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2023 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from ______________ to ____________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$_____] which will be wired to you, into the Trust Account investments upon receipt.
This is the _____ of up to six Extension Letters.”
2. Miscellaneous Provisions.
| 2.1. | Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
| 2.2. | Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| 2.3. | Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| 2.4. | Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
| 2.5. | Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
| 2.6. | Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
| Trailblazer Merger Corporation I | ||
| By: | /s/ Arie Rabinowitz | |
| Name: | Arie Rabinowitz | |
| Title: | Chief Executive Officer | |
| Continental Stock Transfer & Trust Company, as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
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