Trailblazer Merger Corp I Files 8-K with Key Agreements

TL;DR

Trailblazer Merger Corp I filed an 8-K detailing a material definitive agreement and financial obligations.

AI Summary

Trailblazer Merger Corp I announced on September 26, 2024, that it entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and submitted matters to a vote of security holders. This filing indicates potential corporate actions and financial commitments for the SPAC.

Why It Matters

This 8-K filing signals significant corporate activity for Trailblazer Merger Corp I, potentially involving new financial obligations or strategic decisions that could impact its future direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates the entry into a material definitive agreement and the creation of financial obligations, which could involve significant risks depending on the nature of the agreement.

Key Players & Entities

• Trailblazer Merger Corp I (company) — Registrant
• September 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $300,000 — was further increased by an additional $300,000 to $2,280,000. A copy of the Amendment
• $2,280,000 — increased by an additional $300,000 to $2,280,000. A copy of the Amendment is attached a
• $100,000 — ision which permitted the withdrawal of $100,000 from the trust account of the Company i

Filing Documents

• ea0216165-8k_trail1.htm (8-K) — 44KB
• ea021616501ex3-1_trail1.htm (EX-3.1) — 11KB
• ea021616501ex10-1_trail1.htm (EX-10.1) — 14KB
• 0001213900-24-083440.txt ( ) — 294KB
• tbmc-20240926.xsd (EX-101.SCH) — 3KB
• tbmc-20240926_def.xml (EX-101.DEF) — 26KB
• tbmc-20240926_lab.xml (EX-101.LAB) — 36KB
• tbmc-20240926_pre.xml (EX-101.PRE) — 25KB
• ea0216165-8k_trail1_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 30, 2024, Trailblazer Merger Corporation I (the "Company") entered into an amendment (the "Amendment") of its unsecured promissory note (the "Note") with Trailblazer Sponsor Group, LLC, pursuant to which the maximum amount available to borrow under the Note was further increased by an additional $300,000 to $2,280,000. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Amendment.

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

03. Amendments to Articles of Incorporation or Bylaws; Change

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 26, 2024 (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 27, 2024 (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, 2024 to September 30, 2025, 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; and (b) to remove the provision which permitted the withdrawal of $100,000 from the trust account of the Company in order to pay dissolution expenses. The Charter Amendment is filed as Exhibit 3.1 hereto.

07. Submission

Item 5.07. Submission of Matters to a Vote of Security Holders. On September 26, 2024 the Company held the Annual Meeting. On August 29, 2024, the record date for the Annual Meeting, there were 9,019,500 shares of common stock of the Company entitled to be voted at the Annual Meeting, 7,270,370 shares of common stock of the Company or 80.61% 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, 2024 to September 30, 2025, 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, and (b) to remove the provision in the Certificate of Incorporation permitting the withdrawal of $100,000 of dissolution expenses from the trust account of the Company. The voting results were as follows: FOR AGAINST ABSTAIN Broker Non-Votes 5,881,216 1,389,154 0 0 1 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, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until September 30, 2025 and to remove the provision in permitting the withdrawal of $100,000 of dissolution expenses from the trust account of the Company. The voting results were as follows:

01. Other Events

Item 8.01. Other Events. In connection with the stockholders' vote at the Annual Meeting, 4,520,384 shares were tendered for redemption. Additionally, following the Annual Meeting, the board of directors of the Company determined that it would extend the date by which the Company must consummate its initial business combination by one month until October 31, 2024.

01 Financial Statements and Exhibits

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 27, 2024 10.1 Amendment to Promissory Note, dated September 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: September 30, 2024 TRAILBLAZER MERGER CORPORATION I By: /s/ Arie Rabinowitz Name: Arie Rabinowitz Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR