Trailblazer Merger I Corp.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:26

Material Event - Form 425

Item 8.01 Other Events

Extension of Business Combination Period to November 30, 2024

As previously disclosed, on September 26, 2024, Trailblazer Merger Corporation I (the "Company") held an annual meeting of stockholders to consider, among other things, proposals to amend the Company's amended and restated certificate of incorporation in order to extend the time the Company has to complete its initial business combination from September 30, 2024 to September 30, 2025, or such earlier date as determined by the Company's board of directors (the "Board"), in its sole discretion, and to allow the Company, without another stockholder vote, to elect to extend the termination date by one additional month each, for a total of twelve additional months, until September 30, 2025, unless the closing of the Company's initial business combination shall have occurred prior thereto.

On October 31, 2024, the Company funded the extension that had previously been approved by the Board by depositing $83,286.56 into the Trust Account, thereby extending the time available to the Company to consummate its initial business combination from October 31, 2024 to November 30, 2024 (the "November 2024 Extension").

****

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. Parent intends to file the Registration Statement with the SEC which will include a preliminary proxy statement/prospectus (a "Proxy Statement/Prospectus"). A definitive Proxy Statement/Prospectus will be mailed to Parent shareholders as of a record date to be established for voting on the Merger. Parent may also file other relevant documents regarding the Merger with the SEC. Parent's shareholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Parent's solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the Merger, because these documents will contain important information about Parent, the Company and the Merger. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Merger and other documents filed with the SEC by Parent, without charge, at the SEC's website located at www.sec.gov or by directing a request to: Parent's Chief Development Officer at 510 Madison Avenue, Suite 1401, New York, NY 10022.