Trailblazer Merger Corp I Enters Material Definitive Agreement

TL;DR

Trailblazer Merger Corp I signed a big deal on Dec 4th, creating new financial obligations.

AI Summary

Trailblazer Merger Corp I entered into a material definitive agreement on December 4, 2025. This agreement creates a direct financial obligation for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new agreement for Trailblazer Merger Corp I, which could lead to a business combination or other material event.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a new financial obligation, which introduces potential risks associated with the terms and execution of this agreement.

Key Players & Entities

• Trailblazer Merger Corp I (company) — Registrant
• December 4, 2025 (date) — Date of earliest event reported
• 001-41668 (other) — Commission File Number

FAQ

Filing Documents

• ea0269048-8k425_trail1.htm (8-K) — 44KB
• ea026904801ex10-1_trail1.htm (EX-10.1) — 16KB
• 0001213900-25-119751.txt ( ) — 274KB
• tbmc-20251204.xsd (EX-101.SCH) — 3KB
• tbmc-20251204_def.xml (EX-101.DEF) — 26KB
• tbmc-20251204_lab.xml (EX-101.LAB) — 36KB
• tbmc-20251204_pre.xml (EX-101.PRE) — 25KB
• ea0269048-8k425_trail1_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 4, 2025 the parties thereto entered into an amendment (the "Amendment") to that certain Second Amended and Restated Promissory Note, dated as of July 29, 2025, as amended from time to time (the "Note") by and among Trailblazer Merger Corporation I, a Delaware corporation (the "Maker"), and Trailblazer Sponsor Group, LLC. The purpose of the Amendment was, among other things, to provide that principal balance of the Note shall be payable on the later of September 15, 2025 or the closing of Maker's initial business combination; provided, however that in the event that Maker completes an initial business combination, all of the outstanding principal balance will convert into new classes of preferred stock of Maker or its successor with a total stated value of such preferred stock equal to 300% of the outstanding principal amount, as detailed in the Amendment. 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

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. **** Important Information About the Business Combination and Where to Find It 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"). 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 survivor of the Parent Merger) and (b) Merger Sub shall merge with and into the Company, with the Company being the surviving entity (the "Merger"), following which Merger Sub will cease to exist and the Company will become a wholly owned subsidiary of Parent (the "Surviving Corporation"). In connection with the Merger, Parent will be renamed "Cyabra, Inc." The Merger will be submitted to shareholders of Parent for their consideration. Holdings has filed a registration statement on Form S-4 (the "Registration Statement") with the SEC which includes a preliminary proxy statement of Parent and a preliminary prospectus of Holdings (a "Proxy Statement/Prospectus"). Once the Registration Statement has been declared effective, a definitive Proxy

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits EXHIBIT NO. DESCRIPTION 10.1 Amendment to Second Amended and Restated Promissory Note, dated as of December 4, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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: December 9, 2025 TRAILBLAZER MERGER CORPORATION I By: /s/ Arie Rabinowitz Name: Arie Rabinowitz Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR