Trailblazer Merger Corp I

Company Overview

Business Model: Trailblazer Merger Corporation I is a blank check company formed for the purpose of effecting a business combination, such as a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization, with one or more operating businesses. The Company intends to focus its search for a target business on companies operating in the technology industry.

Market Position: The Company's management team possesses extensive experience in investing, operating, and executing mergers and acquisitions within the technology industry. This experience spans financial services, investment management, and directorships in technology sector companies. The management team's broad network of C-suite and board relationships, coupled with access to private and public market investors, is expected to provide a substantial number of potential business combination targets.

Recent Strategic Developments:

• Initial Public Offering (IPO): On March 31, 2023, the Company consummated its IPO, issuing 6,900,000 units at $10.00 per unit, generating gross proceeds of $69.0 million.
• Private Placement: Concurrently with the IPO, Trailblazer Sponsor Group, LLC purchased 394,500 private units for $3.95 million.
• Trust Account Funding: As of March 31, 2023, $70.38 million of the net proceeds from the IPO and private placement was deposited into a trust account for the benefit of public stockholders.
• Merger Agreement with Cyabra Strategy Ltd.: On July 22, 2024, Trailblazer Merger Corporation I entered into a definitive merger agreement with Cyabra Strategy Ltd., an Israeli private company. The transaction is structured such that Trailblazer Merger Corporation I will merge into Trailblazer Holdings, Inc. (Holdings), and a subsidiary will merge into Cyabra Strategy Ltd., making Cyabra Strategy Ltd. a wholly-owned subsidiary of Holdings. Post-combination, Holdings will be renamed "Cyabra, Inc."
  • Amendments to Merger Agreement:
    • November 11, 2024: Increased the Trailblazer Merger Corporation I Board to seven directors, increased the 2024 Plan from 10% to 15%, clarified vesting for Cyabra Key Employees, and amended the outside closing date to March 1, 2025.
    • November 6, 2025: Amended the PIPE Investment to specify that investors will receive Holdings Series B Preferred Stock, increased the Base Purchase Price from $70.0 million to $106.0 million, amended the First Calculation Period to December 31, 2026, and set the Outside Date to February 1, 2026.
• PIPE Investments:
  • December 18, 2025: Holdings entered into subscription agreements for a private placement of at least $6.0 million in Holdings Series B Preferred Stock from 2025 PIPE Investors.
  • February 5, 2026: Holdings secured an additional $2.0 million private placement in Holdings Series B Preferred Stock and warrants from 2026 PIPE Investors, increasing total committed PIPE financing to $8.0 million.
• Share Redemptions:
  • October 9, 2024: 4,520,384 shares were redeemed for $49.77 million, at approximately $11.01 per share.
  • October 22, 2025: 2,046,800 shares were redeemed for $23.95 million, at approximately $11.70 per share.
  • February 18, 2026: 210,269 shares were tendered for redemption at a Special Meeting of Stockholders.
• Extension of Business Combination Deadline: The Company's deadline to consummate a business combination has been extended multiple times, from March 31, 2024, to March 30, 2026, with monthly payments deposited into the Trust Account by Trailblazer Sponsor Group, LLC.
• Leadership Change: On January 20, 2026, Arie Rabinowitz resigned as CEO and director. On January 21, 2026, Yosef Eichorn was appointed Chief Executive Officer and sole director of Holdings.
• Nasdaq Delisting Notices: The Company received notices from Nasdaq on November 25, 2025, and March 3, 2026, indicating non-compliance with minimum market value of listed securities ($50.0 million), market value of publicly held shares ($15.0 million), and publicly held shares (1,100,000) requirements.
• Promissory Notes: Multiple amendments to promissory notes with Trailblazer Sponsor Group, LLC have increased the maximum borrowing amount and altered conversion terms, including a December 4, 2025 amendment providing for conversion into preferred stock with a total stated value of 300% of the outstanding principal amount upon completion of a business combination.

Geographic Footprint: The Company is incorporated in Delaware. Its merger target, Cyabra Strategy Ltd., is organized in Israel, and a subsidiary, Trailblazer Merger Sub, Ltd., is an Israeli company. Management's experience includes international business in Europe and the United States, with guidance provided for investments in the Middle East.

Financial Performance

Revenue Analysis

Profitability Metrics:

• Gross Margin: -171.7% (2025); 30.4% (2024)
• Operating Margin: -171.7% (2025); 30.4% (2024)
• Net Margin: -878.3% (2025); 8.4% (2024)

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases:
  • 2025: $23.95 million (2,046,800 shares)
  • 2024: $49.77 million (4,520,384 shares)
• Dividend Payments: The Company has not paid cash dividends to date and does not intend to prior to the completion of an initial business combination.
• Future Capital Return Commitments: No explicit commitments beyond redemptions.

Balance Sheet Position (as of December 31):

• Cash and Equivalents: $0.09 million (2025); $0.06 million (2024)
• Total Debt: $11.01 million (2025); $2.53 million (2024)
• Net Cash Position: $(6.95) million (2025); $24.37 million (2024)
• Debt Maturity Profile: Promissory notes with Trailblazer Sponsor Group, LLC have had maturity dates extended and are convertible into preferred stock upon the closing of a business combination.

Cash Flow Generation (for the years ended December 31):

• Operating Cash Flow: $(2.55) million (2025); $(1.56) million (2024)
• Free Cash Flow: Not explicitly stated.

Operational Excellence

Production & Service Model: The Company is a blank check company and has not engaged in any operations or generated revenues to date. It does not intend to have any full-time employees prior to the completion of its initial business combination.

Supply Chain Architecture: Not applicable.

Key Suppliers & Partners:

• Underwriters: LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. (deferred underwriting commissions of 207,000 PubCo Shares, advisory fees for Cyabra Strategy Ltd. of $1,050,000 each, paid in PubCo Shares).
• Trustee: Continental Stock Transfer & Trust Company (manages the Trust Account).
• Legal Services: A vendor for Israeli transactional legal matters, with capped fees depending on the closing of the business combination.

Facility Network:

• Executive Offices: 510 Madison Avenue, Suite 1401, New York, NY 10022.

Risk Assessment Framework

Strategic & Market Risks

Market Dynamics: The 2024 SPAC Rules, effective July 1, 2024, may materially affect the Company's ability to negotiate and complete its initial business combination, potentially increasing costs and time. There is uncertainty regarding the Company's ability to consummate a business combination by the extended deadline of March 30, 2026.

Operational & Execution Risks

Internal Controls: The Company identified material weaknesses in internal controls related to ineffective review controls over the valuation of complex financial instruments associated with promissory notes and the recording of accounts payable and accrued expenses.

Financial & Regulatory Risks

Liquidity & Going Concern: The Company currently lacks the liquidity needed to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern. Nasdaq Delisting: The Company received multiple notices from Nasdaq regarding non-compliance with listing rules, specifically concerning the market value of listed securities, market value of publicly held shares, and the number of publicly held shares. Failure to regain compliance could lead to delisting. Excise Tax: Redemptions occurring after December 31, 2022, are subject to a new U.S. federal 1% excise tax on stock repurchases. As of December 31, 2025, excise tax payable amounted to $0.91 million, including $0.18 million in penalties and interest.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: Arie Rabinowitz resigned as Chief Executive Officer and director on January 20, 2026. Yosef Eichorn was appointed as his successor on January 21, 2026.

Board Composition: The Board of Directors consists of five members: Yosef Eichorn, Joseph Hammer, Barak Avitbul, Olga Castells, and Patrick Donovan. Barak Avitbul, Olga Castells, and Patrick Donovan are independent directors. Patrick Donovan chairs the Audit Committee and is designated as an "audit committee financial expert." Barak Avitbul chairs the Compensation Committee.

Human Capital Strategy

Workforce Composition: The Company currently has two officers. It does not intend to have any full-time employees prior to the completion of its initial business combination.

Regulatory Environment & Compliance

Regulatory Framework:

• Industry-Specific Regulations: The Company is subject to the 2024 SPAC Rules adopted by the U.S. Securities and Exchange Commission, which mandate additional disclosures and may affect the business combination process.
• Nasdaq Listing Rules: The Company has received multiple notices of non-compliance with Nasdaq's continued listing standards related to market capitalization and publicly held shares. Legal Proceedings: The Company is not currently a party to any material litigation or other legal proceedings.

Tax Strategy & Considerations

Tax Profile:

• Effective Tax Rate: (2.8)% for 2025; 72.3% for 2024.
• Excise Tax: The Company is subject to a 1% U.S. federal excise tax on stock repurchases. As of December 31, 2025, the excise tax payable was $0.91 million, including $0.18 million in penalties and interest.

Insurance & Risk Transfer

Risk Management Framework: Trailblazer Sponsor Group, LLC has agreed to be liable to the Company for third-party claims that reduce the funds in the Trust Account below certain thresholds, net of taxes, to protect the amounts held for public stockholders.