Trailblazer Merger Corp I Files 8-K for Material Agreement

TL;DR

TBMC filed an 8-K for a material definitive agreement. Big news coming.

AI Summary

Trailblazer Merger Corp I entered into a material definitive agreement on July 22, 2024. The filing is a current report (8-K) detailing this agreement, along with Regulation FD disclosures and financial statements. The company is incorporated in Delaware and its principal executive offices are located in New York.

Why It Matters

This filing indicates a significant development for Trailblazer Merger Corp I, likely related to a business combination or acquisition, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — Material definitive agreements can signal significant corporate actions like mergers or acquisitions, which carry inherent risks and uncertainties.

Key Numbers

• 001-41668 — SEC File Number (Identifies the company's filing with the SEC.)
• 87-3710376 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Trailblazer Merger Corp I (company) — Registrant
• July 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 510 Madison Avenue, Suite 1401 (address) — Principal executive offices
• New York, NY 10022 (address) — Principal executive offices

FAQ

Key Financial Figures

• $70,000,000 b — ommon Stock, calculated by dividing (a) $70,000,000 by (b) $10.00 (the " Aggregate Merger Con
• $10.00 — ated by dividing (a) $70,000,000 by (b) $10.00 (the " Aggregate Merger Consideration "
• $0.0001 — of one share of common stock, par value $0.0001 per share, of Holdings. " Parent Right
• $15.00 — ommon Stock is greater than or equal to $15.00 per share (the " First Earnout Event ")
• $20.00 — ommon Stock is greater than or equal to $20.00 per share (the " Second Earnout Event "
• $25.00 — ommon Stock is greater than or equal to $25.00 per share (the " Third Earnout Event ")
• $3,000,000 — ompany a loan in an aggregate amount of $3,000,000 in the form of convertible promissory n
• $6,000,000 — n additional $3,000,000 (for a total of $6,000,000) pursuant to the terms of the 2024 Conv
• $3,500,000 — regoing, in the event that in excess of $3,500,000 remains in the Trust Account after rede

Filing Documents

• ea0209770-8k425_trail1.htm (8-K) — 94KB
• ea020977001ex2-1_trailblaz1.htm (EX-2.1) — 1074KB
• ea020977001ex10-1_trailblaz1.htm (EX-10.1) — 51KB
• ea020977001ex10-2_trailblaz1.htm (EX-10.2) — 74KB
• ea020977001ex10-3_trailblaz1.htm (EX-10.3) — 36KB
• ea020977001ex10-4_trailblaz1.htm (EX-10.4) — 118KB
• ea020977001ex99-1_trailblaz1.htm (EX-99.1) — 28KB
• 0001213900-24-063610.txt ( ) — 2021KB
• tbmc-20240722.xsd (EX-101.SCH) — 3KB
• tbmc-20240722_def.xml (EX-101.DEF) — 26KB
• tbmc-20240722_lab.xml (EX-101.LAB) — 36KB
• tbmc-20240722_pre.xml (EX-101.PRE) — 25KB
• ea0209770-8k425_trail1_htm.xml (XML) — 5KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement 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 it may be 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. The Company protects companies and the public sector by exposing malicious actors, disinformation, bot networks, and GenAI content, disrupting online threats and mitigating against fake campaigns. The board of directors of Parent has unanimously approved and declared advisable the Merger Agreement and the Merger (as defined below) and resolved to recommend approval of the Merger Agreement and related matters by Parent's shareholders. The Merger is expected to be consummated after obtaining the required approval by the stockholders of Parent and the Company and the satisfaction of certain other customary closing conditions. The following description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference. The Merger 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

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View this 8-K filing on SEC EDGAR