Cyabra, INC. 424B3 Filing

Key Financial Figures

• $0.0001 — sale from time to time of common stock, $0.0001 par value per share, of Cyabra, Inc. (&
• $11.50 — n this prospectus, we may receive up to $11.50 per share of Common Stock upon the cash
• $4,600,000 — gregate gross proceeds of approximately $4,600,000. However, we cannot predict when and in
• $1,000 — ii) have a stated value equal to $1,000. •    &#x0
• $6,000,000 — vestments in the amount of no less than $6,000,000 in Holdings Series B Preferred S
• $3,500,000 — regoing, in the event that in excess of $3,500,000 remains in the trust account (the &#x20
• $3.4 — a with a loan in an aggregate amount of $3.4 million in the form of convertib
• $2.6 — yabra subsequently raised an additional $2.6 million (for a total of $6.0&#x0
• $6.0 — nal $2.6 million (for a total of $6.0 million) from additional purchas
• $5.33 — ry 11, 2026) in the principal amount of $5.33 million will convert into prefer
• $15.99 — ares of Holdings with a stated value of $15.99 million. The outstanding princip

Filing Documents

• ea0274040-03.htm (424B3) — 6865KB
• tpiechart_001.jpg (GRAPHIC) — 260KB
• tkpmg_header.jpg (GRAPHIC) — 72KB
• tkpmg_footer.jpg (GRAPHIC) — 64KB
• 0001213900-26-035233.txt ( ) — 7410KB

RISK FACTORS

RISK FACTORS   8 SELLING SHAREHOLDERS   33

USE OF PROCEEDS

USE OF PROCEEDS   35 DIVIDEND POLICY   36 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TRAILBLAZER   51 INFORMATION ABOUT CYABRA   65 EXECUTIVE OFFICERS AND DIRECTORS OF THE COMBINED COMPANY   74 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYABRA.   87

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMBINED COMPANY

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMBINED COMPANY   95 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   97

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK   103 PLAN OF DISTRIBUTION   112 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY   114 LEGAL MATTERS   115 EXPERTS   115 WHERE YOU CAN FIND MORE INFORMATION   115 INDEX TO FINANCIAL STATEMENTS   F-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus relates to the offer and resale of up to an aggregate of 14,042,892 shares of Common Stock issued in connection with the Business Combination. You should rely only on the information contained in this prospectus and the related exhibits, and any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the shares of Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. If necessary, the specific manner in which the shares of our common stock may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prosp

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