Company Overview - Cyabra Strategy Ltd. is an AI-powered platform focused on disinformation detection, recently announced its technology will be utilized by a national law enforcement unit in Southeast Asia to monitor inauthentic behavior and foreign information operations [1][4] - The platform aims to enhance defenses against online threats that undermine public trust, reflecting a growing global concern over AI-driven disinformation campaigns [2][4] Technology and Functionality - Cyabra's technology enables real-time monitoring of online manipulation, providing comprehensive detection of harmful narratives and inauthentic accounts, which helps investigators identify threats more efficiently [4] - The platform leverages proprietary algorithms and natural language processing (NLP) solutions to analyze publicly available data, offering actionable insights and real-time alerts for critical decision-making [6] Strategic Partnerships and Business Development - Cyabra has entered into a business combination agreement with Trailblazer Merger Corporation I, a special-purpose acquisition company, indicating a strategic move towards expanding its market presence [5]

Group 1 - The annual meeting of Trailblazer Merger Corporation I has been postponed to September 26, 2025, at 10:00 a.m. Eastern Time [1] - The record date, location, teleconference information, purpose, and proposals for the annual meeting remain unchanged [1] - The deadline for stockholders to redeem their public shares has been extended to September 24, 2025 [2]

Part I. Financial Information [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, covering balance sheets, statements of operations, equity changes, cash flows, and detailed accounting notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The Condensed Consolidated Balance Sheets reflect the company's financial position, showing increased total assets, current liabilities, and stockholders' deficit by June 30, 2025 | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :----------------------------------- | :-------------- | :------------------ | | Total Assets | $28,987,104 | $27,733,954 | | Total Liabilities | $9,125,321 | $7,181,089 | | Total Stockholders' Deficit | $(7,581,178) | $(6,081,287) | | Cash | $99,367 | $63,829 | | Marketable securities held in Trust Account | $27,472,636 | $26,832,298 | | Promissory note related party | $3,741,731 | $2,529,445 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The Condensed Consolidated Statements of Operations show a shift from net income in 2024 to a net loss in 2025, driven by reduced interest income and higher administrative expenses | Metric | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net (loss) income | $(240,257) | $217,511 | $(691,082) | $589,879 | | Basic and diluted net (loss) income per share, Class A common stock | $(0.05) | $0.02 | $(0.15) | $0.07 | | Interest earned on marketable securities held in Trust Account | $284,540 | $977,178 | $564,425 | $1,930,770 | [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This statement illustrates a substantial increase in stockholders' deficit for the six months ended June 30, 2025, primarily due to net losses and remeasurement adjustments | Metric | December 31, 2024 ($) | March 31, 2025 ($) | June 30, 2025 ($) | | :------------------------------------ | :---------------- | :------------- | :------------ | | Total Stockholders' Deficit | $(6,081,287) | $(6,863,516) | $(7,581,178) | | Net loss for Q1 2025 | | $(450,825) | | | Net loss for Q2 2025 | | | $(240,257) | | Remeasurement of carrying value to redemption value (Q1 2025) | | $(331,404) | | | Remeasurement of carrying value to redemption value (Q2 2025) | | | $(477,405) | | Metric | December 31, 2023 ($) | March 31, 2024 ($) | June 30, 2024 ($) | | :------------------------------------ | :---------------- | :------------- | :------------ | | Total Stockholders' Deficit | $(1,677,058) | $(2,705,389) | $(3,925,853) | | Net income for Q1 2024 | | $372,368 | | | Net income for Q2 2024 | | | $217,511 | | Remeasurement of carrying value to redemption value (Q1 2024) | | $(1,400,699) | | | Remeasurement of carrying value to redemption value (Q2 2024) | | | $(1,437,975) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The Condensed Consolidated Statements of Cash Flows detail increased cash used in operating activities and decreased cash provided by financing activities in the first six months of 2025 | Metric | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :------------------------------------ | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(677,029) | $(359,463) | | Net cash used in investing activities | $(75,913) | $(1,165,005) | | Net cash provided by financing activities | $1,212,286 | $1,305,000 | | Net Change in Cash and Restricted Cash | $459,344 | $(219,468) | | Cash and Restricted Cash – End of period | $1,326,166 | $388,348 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) These notes provide essential context and detailed information for the condensed consolidated financial statements, covering the company's business, accounting policies, and recent financial activities [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Trailblazer Merger Corporation I, a blank check company (SPAC), aims to complete a business combination with Cyabra Strategy Ltd. but faces significant going concern risks due to liquidity constraints and an impending deadline - Trailblazer Merger Corporation I is a blank check company (SPAC) incorporated on November 12, 2021, for the purpose of effectuating a business combination. It has not yet commenced any operations and generates **non-operating income** from interest on the proceeds held in its **Trust Account**[20](index=20&type=chunk)[22](index=22&type=chunk) - The Company entered into a merger agreement on July 22, 2024, with Cyabra Strategy Ltd., an Israeli company. The transaction is structured as a merger where Trailblazer will merge into Trailblazer Holdings, Inc., and a merger subsidiary will merge into Cyabra, with Cyabra becoming a wholly-owned subsidiary of Holdings, which will be the public company renamed 'Cyabra, Inc.'[21](index=21&type=chunk)[94](index=94&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a **going concern** due to a lack of liquidity to sustain operations for a reasonable period and the uncertainty of consummating a Business Combination by the extended deadline of **August 31, 2025** (or September 30, 2025, if fully extended)[43](index=43&type=chunk)[168](index=168&type=chunk) - The Inflation Reduction Act of 2022 introduced a **1% excise tax** on certain stock repurchases. As of June 30, 2025, the Company had an excise tax payable of **$555,066**, which includes accrued penalties and interest of **$57,317** for the three and six months ended June 30, 2025[44](index=44&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles applied in the financial statements, including the basis of presentation under GAAP for interim reporting, the company's status as an emerging growth company, and specific policies for cash, marketable securities, redeemable stock, income taxes, and earnings per share calculations - The unaudited condensed consolidated financial statements are prepared in accordance with **GAAP** for interim financial information, with certain disclosures condensed or omitted as permitted by SEC rules for interim reporting[49](index=49&type=chunk) - The Company is an 'emerging growth company' under the **JOBS Act** and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may make comparisons with other public companies difficult[52](index=52&type=chunk)[53](index=53&type=chunk) - Class A Public Shares subject to redemption are classified outside of permanent equity and are adjusted to their **redemption value** at each reporting period, as the redemption provisions are not solely within the Company's control[60](index=60&type=chunk) Class A Common Stock Subject to Possible Redemption Reconciliation | Item | Amount (June 30, 2025) ($) | Amount (December 31, 2024) ($) | | :------------------------------------------ | :----------------------- | :------------------------- | | Gross proceeds | $69,000,000 | $69,000,000 | | Less: Proceeds allocated to Public Rights | $(745,200) | $(745,200) | | Less: Class A common stock issuance costs | $(3,882,029) | $(3,882,029) | | Less: Redemption of Class A common stock | $(49,774,936) | $(49,774,936) | | Plus: Remeasurement of carrying value to redemption

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents the unaudited interim financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Trailblazer Merger Corporation I, including the balance sheets, statements of operations, changes in stockholders' deficit, and cash flows for the periods ended March 31, 2025 and 2024, along with comprehensive notes explaining the company's organization, accounting policies, and significant transactions [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20%28Unaudited%29%20and%20December%2031%2C%202024) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Assets (March 31, 2025 vs. December 31, 2024) | Metric | March 31, 2025 | December 31, 2024 | | :--------------------------------- | :------------- | :---------------- | | Cash | $37,305 | $63,829 | | Cash – restricted | $802,993 | $802,993 | | Prepaid expenses | $5,227 | $34,834 | | Total current assets | $845,525 | $901,656 | | Marketable securities held in Trust Account | $27,278,757 | $26,832,298 | | Total Assets | $28,124,282 | $27,733,954 | Liabilities and Stockholders' Deficit (March 31, 2025 vs. December 31, 2024) | Metric | March 31, 2025 | December 31, 2024 | | :--------------------------------- | :------------- | :---------------- | | Accounts payable and accrued expenses | $1,571,294 | $1,189,196 | | Income taxes payable | $959,754 | $894,699 | | Excise tax payable | $497,749 | $497,749 | | Promissory note related party | $2,923,445 | $2,529,445 | | Total current liabilities | $5,952,242 | $5,111,089 | | Deferred underwriting fee payable | $2,070,000 | $2,070,000 | | Total Liabilities | $8,022,242 | $7,181,089 | | Class A common stock subject to possible redemption | $26,965,556 | $26,634,152 | | Accumulated deficit | $(6,863,728) | $(6,081,499) | | Total Stockholders' Deficit | $(6,863,516) | $(6,081,287) | | Total Liabilities and Stockholders' Deficit | $28,124,282 | $27,733,954 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20months%20ended%20March%2031%2C%202025%20and%202024%20%28Unaudited%29) This section details the company's financial performance, presenting revenues, expenses, and net income or loss over specific periods Operating Results (Three Months Ended March 31, 2025 vs. 2024) | Metric | March 31, 2025 | March 31, 2024 | Change (YoY) | | :------------------------------------------------ | :------------- | :------------- | :----------- | | General and administrative expenses | $665,655 | $388,331 | +$277,324 | | Loss from operations | $(665,655) | $(388,331) | -$277,324 | | Interest earned on marketable securities held in Trust Account | $279,885 | $953,592 | -$673,707 | | Unrealized loss on marketable securities held in Trust Account | $0 | $(3,973) | +$3,973 | | Other income, net | $279,885 | $949,619 | -$669,734 | | (Loss) Income before provision for income taxes | $(385,770) | $561,288 | -$947,058 | | Provision for income taxes | $(65,055) | $(188,920) | +$123,865 | | Net (loss) income | $(450,825) | $372,368 | -$823,193 | | Basic and diluted net (loss) income per share, Class A common stock | $(0.10) | $0.04 | -$0.14 | [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit%20for%20the%20three%20months%20ended%20March%2031%2C%202025%20and%202024%20%28Unaudited%29) This section outlines changes in the company's equity, including net income/loss and adjustments to common stock and accumulated deficit Stockholders' Deficit Changes (Three Months Ended March 31, 2025) | Metric | December 31, 2024 Balance | Remeasurement of carrying value to redemption value | Net loss | March 31, 2025 Balance | | :--------------------------------- | :------------------------ | :---------------------------------------- | :------- | :--------------------- | | Class A Common Stock Amount | $212 | $0 | $0 | $212 | | Class B Common Stock Amount | $0 | $0 | $0 | $0 | | Additional Paid-in Capital | $0 | $0 | $0 | $0 | | Accumulated Deficit | $(6,081,499) | $(331,404) | $(450,825) | $(6,863,728) | | Total Stockholders' Deficit | $(6,081,287) | $(331,404) | $(450,825) | $(6,863,516) | Stockholders' Deficit Changes (Three Months Ended March 31, 2024) | Metric | December 31, 2023 Balance | Remeasurement of carrying value to redemption value | Net income | March 31, 2024 Balance | | :--------------------------------- | :------------------------ | :---------------------------------------- | :--------- | :--------------------- | | Class A Common Stock Amount | $212 | $0 | $0 | $212 | | Class B Common Stock Amount | $0 | $0 | $0 | $0 | | Additional Paid-in Capital | $0 | $0 | $0 | $0 | | Accumulated Deficit | $(1,677,270) | $(1,400,699) | $372,368 | $(2,705,601) | | Total Stockholders' Deficit | $(1,677,058) | $(1,400,699) | $372,368 | $(2,705,389) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20three%20months%20ended%20March%2031%2C%202025%20and%202024%20%28Unaudited%29) This section reports the company's cash inflows and outflows from operating, investing, and financing activities over specific periods Cash Flows from Operating Activities (Three Months Ended March 31, 2025 vs. 2024) | Metric | March 31, 2025 | March 31, 2024 | Change (YoY) | | :------------------------------------------------ | :------------- | :------------- | :----------- | | Net (loss) income | $(450,825) | $372,368 | -$823,193 | | Net cash used in operating activities | $(253,950) | $(182,106) | -$71,844 | Cash Flows from Investing Activities (Three Months Ended March 31, 2025 vs. 2024) | Metric | March 31, 2025 | March 31, 2024 | Change (YoY) | | :------------------------------------------------ | :------------- | :------------- | :----------- | | Extension deposit into Trust Account | $(166,574) | $(690,000) | +$523,426 | | Net cash used in investing activities | $(166,574) | $(537,073) | +$370,499 | Cash Flows from Financing Activities (Three Months Ended March 31, 2025 vs. 2024) | Metric | March 31, 2025 | March 31, 2024 | Change (YoY) | | :------------------------------------------------ | :------------- | :------------- | :----------- | | Proceeds from promissory note – related party | $394,000 | $690,000 | -$296,000 | | Net cash provided by financing activities | $394,000 | $690,000 | -$296,000 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering the company's business operations, significant accounting policies, initial public offering, private placement, related party transactions, commitments, contingencies, stockholders' deficit, fair value measurements, segment information, and subsequent events [NOTE 1. Description of Organization and Business Operations](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Trailblazer Merger Corporation I is a blank check company incorporated on November 12, 2021, for the purpose of effectuating a business combination[20](index=20&type=chunk) As of March 31, 2025, the Company has not commenced operations and generates non-operating income from interest on IPO proceeds, having entered a merger agreement with Cyabra Strategy Ltd. on July 22, 2024, where Holdings will be the public company and Cyabra a wholly-owned subsidiary post-merger[21](index=21&type=chunk)[22](index=22&type=chunk) The company has extended its business combination deadline multiple times, most recently to May 31, 2025, with potential for further extensions to September 30, 2025, and the Sponsor has deposited funds for these extensions[32](index=32&type=chunk)[34](index=34&type=chunk)[37](index=37&type=chunk) Management has determined that the company lacks sufficient liquidity to sustain operations for one year and faces substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by the mandatory liquidation date[43](index=43&type=chunk) The company recorded a **1% excise tax payable of $497,749** as of March 31, 2025, related to stock redemptions, which was due on April 30, 2025, and remains unpaid, incurring interest and penalties[47](index=47&type=chunk) [NOTE 2. Summary of Significant Accounting Policies](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[49](index=49&type=chunk) The Company is an "emerging growth company" under the JOBS Act, electing to use the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies[52](index=52&type=chunk)[53](index=53&type=chunk) Public Shares subject to redemption are classified outside of permanent equity at redemption value, with changes recognized immediately against additional paid-in capital and accumulated deficit[60](index=60&type=chunk) As of March 31, 2025, the Company reported a net deferred tax liability of **$0**, and a deferred tax asset of **$349,844** was fully offset by a valuation allowance, resulting in an effective tax rate of **(16.86)%** for the three months ended March 31, 2025[62](index=62&type=chunk) The Company adopted ASU 2023-07 on Segment Reporting effective January 1, 2024, with no material effect, and is evaluating ASU 2023-09 on Income Tax Disclosures, effective for fiscal years beginning after December 15, 2024[73](index=73&type=chunk)[74](index=74&type=chunk) [NOTE 3. Initial Public Offering](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The Company sold **6,900,000 Units** at **$10.00 per Unit**, including the full exercise of the over-allotment option, generating gross proceeds of **$69,000,000**, with each Unit consisting of one Class A common stock share and one right to receive one-tenth of a Class A common stock share[76](index=76&type=chunk) [NOTE 4. Private Placement](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) The Sponsor purchased **394,500 Placement Units** at **$10.00 per Unit**, generating **$3,945,000**, with proceeds added to the Trust Account and these units expiring worthless if a Business Combination is not completed[77](index=77&type=chunk) [NOTE 5. Related Party Transactions](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) The Sponsor initially purchased **1,940,625 Founder Shares** (Class B common stock), which were later exchanged for Class A common stock and a single Class B share, with the Sponsor agreeing to lock-up periods and waiver of redemption/liquidation rights for these shares[78](index=78&type=chunk)[80](index=80&type=chunk)[31](index=31&type=chunk) The Company has an unsecured, non-interest bearing promissory note with the Sponsor, which has been amended multiple times to increase the maximum borrowing amount, most recently to **$3,530,000** on February 21, 2025, with **$2,923,445** outstanding as of March 31, 2025[81](index=81&type=chunk)[82](index=82&type=chunk) The Sponsor or affiliates may provide Working Capital Loans to fund deficiencies or transaction costs, with no amounts outstanding as of March 31, 2025, or December 31, 2024[83](index=83&type=chunk) [NOTE 6. Commitments and Contingencies](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) Holders of Founder Shares, Placement Units, and Working Capital Loan conversion units are entitled to registration rights, allowing them to register these securities for resale after applicable lock-up periods[84](index=84&type=chunk) Underwriters received a cash discount of **$1,035,000** and are entitled to a deferred fee of **$2,070,000**, payable from the Trust Account upon completion of a Business Combination[86](index=86&type=chunk) The Company agreed to pay LifeSci Capital LLC **1.5%** of the total consideration of the initial business combination in equity interests for advisory services, plus reimbursement for out-of-pocket expenses[88](index=88&type=chunk)[91](index=91&type=chunk) On July 22, 2024, the Company entered into a merger agreement with Cyabra Strategy Ltd., structuring a business combination where Trailblazer merges into Holdings, and Cyabra becomes a wholly-owned subsidiary of Holdings (to be renamed "Cyabra, Inc."), with the agreement amended on November 11, 2024, to adjust board size, plan size, and extend the closing date to March 1, 2025[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) The Company plans a private placement (PIPE Investment) of at least **$6,000,000** in Holdings Common Stock to close concurrently with the Business Combination, which may be reduced if the Trust Account balance exceeds **$3,500,000** after redemptions, with no PIPE investment provided to date[100](index=100&type=chunk)[101](index=101&type=chunk) [NOTE 7. Stockholders' Deficit](index=22&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20DEFICIT) Authorized and Outstanding Shares (March 31, 2025 & December 31, 2024) | Class | Authorized Shares | Issued & Outstanding Shares | | :------------------ | :---------------- | :-------------------------- | | Preferred Stock | 1,000,000 | 0 | | Class A Common Stock | 100,000,000 | 2,119,499 (excluding 2,379,616 subject to redemption) | | Class B Common Stock | 5,000,000 | 1 | The holder of the single Class B common stock share has the right to elect all directors prior to the initial business combination, while Class A and Class B common stockholders vote together on other matters, except for charter amendments related to authorized shares, where they vote as separate classes[105](index=105&type=chunk) Each Public Right automatically converts into one-tenth of one share of common stock upon consummation of a Business Combination, with fractional shares rounded down[106](index=106&type=chunk)[107](index=107&type=chunk) [NOTE 8. Fair Value Measurements](index=23&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) The Company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable and unobservable inputs[109](index=109&type=chunk)[114](index=114&type=chunk) Marketable Securities Held in Trust Account (March 31, 2025 vs. December 31, 2024) | Metric | March 31, 2025 | December 31, 2024 | | :--------------------------------- | :------------- | :---------------- | | Marketable securities held in Trust Account (Level 1) | $27,278,757 | $26,832,298 | [NOTE 9. Segment Information](index=23&type=section&id=NOTE%209.%20SEGMENT%20INFORMATION) The Company's Chief Executive Officer and Chief Financial Officer (CODM) review the Company's assets, operating results, and financial metrics as a whole, determining there is only one reportable segment[115](index=115&type=chunk) The CODM monitors general and administrative expenses and interest earned on the Trust Account to manage cash, forecast capital needs for a business combination, and ensure compliance[116](index=116&type=chunk)[117](index=117&type=chunk) [NOTE 10. Subsequent Events](index=24&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) The Sponsor deposited **$83,287** into the Trust Account on April 1, 2025, to extend the Business Combination Termination Date to April 30, 2025, and another **$83,287** on May 2, 2025, to extend it to May 31, 2025[120](index=120&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results, including an overview of its blank check company status, recent developments regarding the proposed business combination with Cyabra, extensions of the combination period, and a detailed analysis of its liquidity, capital resources, and going concern considerations, also discussing critical accounting estimates and recent accounting standards [Overview](index=25&type=section&id=Overview) This section provides a general introduction to the company's business, its purpose as a blank check company, and potential impacts of future transactions Trailblazer Merger Corporation I is a blank check company formed to effectuate a business combination, utilizing IPO proceeds, private placement funds, and potential future equity/debt issuances[123](index=123&type=chunk) Issuance of additional shares for a business combination may significantly dilute existing equity interests, subordinate common stock rights, cause a change in control, delay control changes, and adversely affect market prices[124](index=124&type=chunk) Incurring significant debt could lead to default, acceleration of obligations, inability to obtain additional financing, substantial cash flow usage for debt service, limitations on business flexibility, increased vulnerability to adverse conditions, and other disadvantages[128](index=128&type=chunk) [Recent Developments](index=26&type=section&id=Recent%20Developments) This section outlines key recent events, including the proposed merger, financing activities, and extensions to the business combination deadline On July 22, 2024, Trailblazer entered into a merger agreement with Cyabra Strategy Ltd., structuring a business combination where Trailblazer merges into Holdings, and Cyabra becomes a wholly-owned subsidiary of Holdings (to be renamed "Cyabra, Inc.")[126](index=126&type=chunk)[127](index=127&type=chunk) Cyabra shareholders will receive Holdings Common Stock based on a Conversion Ratio, with Earnout Shares (up to **3,000,000**) potentially issued based on future stock price targets, and Cyabra Key Employees receiving **400,000 shares**[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) A private placement (PIPE Investment) of at least **$6,000,000** in Holdings Common Stock is planned to close concurrently with the Business Combination, subject to reduction if Trust Account funds exceed **$3,500,000** after redemptions[132](index=132&type=chunk) Alpha Capital Anstalt, an affiliate of the Sponsor, provided Cyabra with **$3.4 million** in convertible promissory notes (2024 Convertible Notes), with an additional **$2.6 million** raised from other purchasers, and also provided a **$1.0 million** non-interest bearing promissory note (2025 Note) to Cyabra on February 28, 2025, due April 30, 2025, or prior to the Business Combination[133](index=133&type=chunk) The Company's board approved multiple extensions for completing a business combination, from March 31, 2024, to September 30, 2025, with the Sponsor depositing funds into the Trust Account for these extensions[135](index=135&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk)[141](index=141&type=chunk) In connection with the September 26, 2024 Annual Meeting, **4,520,384 shares** were tendered for redemption, resulting in a withdrawal of **$49,774,936** from the Trust Account on October 9, 2024[142](index=142&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on revenue, expenses, and net income or loss for the reporting periods The Company reported a net loss of **$450,825** for the three months ended March 31, 2025, primarily due to general and administrative expenses of **$665,655** and income tax provision of **$65,055**, partially offset by **$279,885** in interest income from the Trust Account[144](index=144&type=chunk) For the three months ended March 31, 2024, the Company had a net income of **$372,368**, driven by **$953,592** in interest income, offset by general and administrative expenses of **$388,331**, income tax provision of **$188,920**, and an unrealized loss of **$3,973**[145](index=145&type=chunk) [Liquidity, Capital Resources and Going Concern](index=30&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) This section discusses the company's cash position, funding sources, and management's assessment of its ability to continue operations As of March 31, 2025, the Company had **$37,305** in its operating bank account and **$802,993** in restricted cash for taxes, with most funds held in the Trust Account, unavailable until a business combination[146](index=146&type=chunk) The IPO generated **$69,000,000** from **6,900,000 units**, and a private placement with the Sponsor generated **$3,945,000** from **394,500 units**, totaling **$70,380,000** deposited into the Trust Account[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) The Sponsor deposited **$1,879,719** into the Trust Account through March 31, 2025, for extensions, which was loaned via a promissory note amended to a maximum of **$3,530,000**, with **$2,923,445** outstanding as of March 31, 2025[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) Management has identified substantial doubt about the Company's ability to continue as a going concern due to insufficient liquidity for operations and the uncertainty of completing a Business Combination by the mandatory liquidation date (May 31, 2025, or September 30, 2025, if fully extended)[160](index=160&type=chunk) The Company will need to raise additional capital through loans or investments from its Sponsor, stockholders, officers, directors, or third parties to meet working capital needs[159](index=159&type=chunk) [Off-Balance Sheet Arrangements](index=32&type=section&id=Off-Balance%20Sheet%20Arrangements) This section discloses any material off-balance sheet arrangements that could impact the company's financial condition The Company had no off-balance sheet arrangements as of March 31, 2025[161](index=161&type=chunk) [Contractual Obligations](index=32&type=section&id=Contractual%20Obligations) This section details the company's significant contractual commitments, including promissory notes, registration rights, and deferred fees The Company has a non-interest bearing unsecured promissory note with the Sponsor, amended to a maximum of **$3,530,000**, with **$2,923,445** outstanding as of March 31, 2025, and a maturity date of May 31, 2025, with potential extension and monthly payments post-business combination[162](index=162&type=chunk)[163](index=163&type=chunk) The Company is obligated under a registration rights agreement to register certain securities (Founder Shares, Placement Units, Working Capital Loan conversion units) for resale, bearing the associated expenses[164](index=164&type=chunk)[165](index=165&type=chunk) The Company owes **$2,070,000** in deferred underwriting commissions, payable from the Trust Account upon completion of an initial business combination[167](index=167&type=chunk) The Company is committed to paying LifeSci Capital LLC **1.5%** of the total consideration of the initial business combination in equity interests and reimbursing out-of-pocket expenses[168](index=168&type=chunk)[171](index=171&type=chunk) The Company has an agreement with Continental Stock Transfer & Trust Company to manage the Trust Account, investing funds in U.S. government securities or money market funds, and paying trustee fees, with the agreement amended to allow extensions of the business combination deadline and remove dissolution expense withdrawal[172](index=172&type=chunk)[173](index=173&type=chunk) [Critical Accounting Estimates](index=35&type=section&id=Critical%20Accounting%20Estimates) This section identifies and explains accounting estimates that require significant judgment and could materially affect financial results Management reviews accounting policies, assumptions, estimates, and judgments, and as of March 31, 2025, no critical accounting estimates were identified[174](index=174&type=chunk) [Recent Accounting Standards](index=35&type=section&id=Recent%20Accounting%20Standards) This section discusses the adoption and potential impact of new accounting pronouncements on the company's financial statements ASU 2023-09 (Income Taxes) is effective for fiscal years after December 15, 2024, with the Company evaluating its impact, while ASU 2023-07 (Segment Reporting) was adopted January 1, 2024, with no material effect[175](index=175&type=chunk)[176](index=176&type=chunk) Management does not believe other recently issued, but not yet effective, accounting standards would have a material effect[177](index=177&type=chunk) [JOBS Act](index=35&type=section&id=JOBS%20Act) This section explains the company's status as an emerging growth company and its election to utilize certain JOBS Act provisions The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay adoption of new accounting pronouncements to private company effective dates, which may affect comparability[178](index=178&type=chunk) The Company is evaluating other reduced reporting requirements under the JOBS Act, such as exemptions from auditor attestation reports on internal controls and certain executive compensation disclosures[179](index=179&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) This item is not required for smaller reporting companies, and thus no disclosures are provided This disclosure is not required for smaller reporting companies[180](index=180&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the principal executive and financial officers, evaluated the effectiveness of the Company's disclosure controls and procedures as of March 31, 2025, concluding they were effective at a reasonable assurance level, with no material changes in internal control over financial reporting during the quarter As of March 31, 2025, management concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level[182](index=182&type=chunk) There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[183](index=183&type=chunk) [Part II. Other Information](index=37&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other disclosures, and exhibits [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings No legal proceedings were reported[186](index=186&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The Company refers to the risk factors described in its final prospectus for its Initial Public Offering, stating there have been no material changes to these factors as of the report date No material changes to risk factors disclosed in the final prospectus for the Initial Public Offering[186](index=186&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company refers to Part I, Item 2 of this Quarterly Report for a description of the use of proceeds from its Initial Public Offering and private placement, noting no material change in the planned use No material change in the planned use of proceeds from the Initial Public Offering and private placement[187](index=187&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities No defaults upon senior securities were reported[188](index=188&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reported no mine safety disclosures No mine safety disclosures were reported[188](index=188&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The Company reported no other information No other information was reported[188](index=188&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents Exhibits filed include certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[190](index=190&type=chunk) [Part III. Signatures](index=39&type=section&id=Part%20III.%20Signatures) This section contains the signatures of the registrant's authorized officers, including the Chief Executive Officer and Chief Financial Officer, certifying the report The report is signed by Arie Rabinowitz, Chief Executive Officer, and Scott Burell, Chief Financial Officer, on May 14, 2025[194](index=194&type=chunk)

Financial Performance - Cyabra's revenue increased from $1.9 million in 2023 to $4.2 million in 2024, representing a 116% year-over-year growth [1][6] - Gross margins improved from 69% in 2023 to 81% in 2024, indicating enhanced operational efficiency [1][6] - The total loss for 2024 was approximately $15.6 million, up 138% from $6.6 million in 2023, primarily due to increased operating and finance expenses [6][10] Expense Breakdown - Cost of revenues for 2024 was approximately $782 thousand, a 30% increase from $603 thousand in 2023 [6] - Research and development expenses rose to approximately $4.7 million, a 30% increase compared to $3.6 million in 2023 [6] - General and administrative expenses surged by 395% to approximately $4.6 million, largely due to higher professional services costs related to the business combination with Trailblazer [6][10] Business Development - Cyabra's growth was driven by increased demand from both public and private sector clients, with about 50% of 2024 revenues coming from new customers [2][6] - The company has entered into a business combination agreement with Trailblazer Merger Corporation I, a special-purpose acquisition company [3][6] Market Position - Cyabra is positioned as a leading AI platform for real-time disinformation detection, catering to the needs of enterprises and governments [2][5] - The platform utilizes proprietary algorithms and NLP solutions to analyze online disinformation, thereby protecting clients against various online threats [5]

Core Insights - Cyabra Strategy Ltd. has partnered with Aquion Pty Ltd to enhance its AI-driven disinformation detection platform across Australia and New Zealand, targeting businesses and government agencies [1][2][3] - The partnership aims to provide real-time monitoring and detection of digital threats, including disinformation campaigns and bot-driven influence operations [2][3] - Cyabra's platform analyzes millions of online conversations on social media to identify inauthentic accounts and coordinated disinformation efforts, thereby helping organizations safeguard their digital presence [2][5] Company Overview - Cyabra is a real-time AI-powered platform that uncovers and analyzes online disinformation, protecting corporations and governments from brand reputation risks and other online threats [5] - The platform utilizes proprietary algorithms and natural language processing (NLP) solutions to gather and analyze publicly available data, providing actionable insights and real-time alerts [5] - Aquion is a leading software distributor in Australia, specializing in connecting technology vendors with resellers, and has a portfolio of over 5000 software agreements [7]

[PART I](index=6&type=section&id=PART%20I) This section details Trailblazer Merger Corporation I's business as a SPAC, its management, market strategy, and the proposed merger with Cyabra Strategy Ltd [ITEM 1. BUSINESS](index=6&type=section&id=ITEM%201.%20BUSINESS) Trailblazer Merger Corporation I, a SPAC, seeks a business combination in the technology sector, having raised **$69 million** in its IPO and entered a merger agreement with Cyabra Strategy Ltd [Introduction](index=6&type=section&id=Introduction) This section introduces the company as a SPAC, detailing its IPO, trust account funding, and recent share redemptions - Trailblazer Merger Corporation I is a blank check company (SPAC) formed to pursue a merger or similar business combination, with an intent to focus on the technology industry[22](index=22&type=chunk) - The company's charter was amended on September 27, 2024, to allow monthly extensions of the business combination deadline from September 30, 2024, to September 30, 2025, with a monthly payment to the Trust Account[26](index=26&type=chunk) - Following a stockholder vote, **4,520,384 shares** were redeemed for **$49.77 million** on October 9, 2024[26](index=26&type=chunk) Event Summary | Event | Date | Gross Proceeds | | :-------------------------------- | :--------- | :------------- | | Initial Public Offering (IPO) | March 31, 2023 | $69,000,000 | | Private Placement | March 31, 2023 | $3,945,000 | | Total deposited in Trust Account | March 31, 2023 | $70,380,000 | [Management Team](index=8&type=section&id=Management%20Team) The management team, including CEO Arie Rabinowitz and CFO Scott Burell, possesses extensive experience in investing and M&A, particularly within the technology sector - The management team, led by CEO Arie Rabinowitz and CFO Scott Burell, along with the board of directors, possesses extensive experience in buy-side investing, M&A, and due diligence across various sectors, with a particular focus on technology[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) [Market Opportunity](index=10&type=section&id=Market%20Opportunity) The company targets the global technology industry, identifying key opportunities in Cloud as a Service, Supply Chain Technologies, Hybrid Workforce solutions, and eSports - The company intends to focus its business combination efforts on the global technology industry, estimated at **$5 trillion** in 2021, leveraging management's expertise[38](index=38&type=chunk) - Key market opportunities identified include Cloud as a Service businesses, Supply Chain Technologies, Servicing the Hybrid Workforce, and eSports, all driven by recent market shifts and technological demands[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) [Business Strategy](index=11&type=section&id=Business%20Strategy) The company aims to generate stockholder value by identifying investment opportunities that benefit from capital, liquidity, and management expertise - The company's objective is to generate attractive returns and create stockholder value by identifying investment opportunities that can benefit from additional capital, liquidity, and management expertise[43](index=43&type=chunk) - The strategy involves leveraging the management team's network and expertise to transform existing businesses and maximize stockholder value, positioning the company as an attractive partner for potential sellers[44](index=44&type=chunk)[45](index=45&type=chunk) [Acquisition Criteria](index=11&type=section&id=Acquisition%20Criteria) Key acquisition criteria include experienced management, attractive valuations, competitive advantages, and high growth potential with strong cash flow - Key acquisition criteria include strong, experienced management teams focused on revenue growth, profitability, and free cash flow[47](index=47&type=chunk) - Target businesses must represent an attractive valuation relative to publicly listed peers, benefit from being a public company (e.g., broader capital access), possess clear competitive advantages, and demonstrate high growth potential and strong cash flow generation[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) [Business Combination](index=12&type=section&id=Business%20Combination) The company entered a merger agreement with Cyabra Strategy Ltd., which will result in Cyabra becoming a Nasdaq-listed subsidiary of Holdings - On July 22, 2024, Trailblazer entered into a merger agreement with Cyabra Strategy Ltd., an Israeli company, which was amended on November 11, 2024[52](index=52&type=chunk) - The Business Combination involves Trailblazer merging into Trailblazer Holdings, Inc. (Holdings), and a subsidiary merging into Cyabra, making Cyabra a wholly-owned subsidiary of Holdings[53](index=53&type=chunk)[59](index=59&type=chunk) - Holdings will be renamed 'Cyabra, Inc.' and is expected to list on Nasdaq[53](index=53&type=chunk)[59](index=59&type=chunk) - Cyabra shareholders and option holders may receive up to **3,000,000** additional Earnout Shares based on future stock price targets[55](index=55&type=chunk) - Cyabra Key Employees will receive **400,000** shares of Holdings Common Stock[56](index=56&type=chunk) - A PIPE Investment of at least **$6.0 million** in Holdings Common Stock will close concurrently with the Business Combination, subject to reduction if the Trust Account balance exceeds **$3.5 million** after redemptions[57](index=57&type=chunk) - Alpha Capital Anstalt, an affiliate of the Sponsor, provided Cyabra with **$3.4 million** in convertible promissory notes in 2024 and an additional **$1.0 million** promissory note in February 2025[58](index=58&type=chunk) [Employees](index=13&type=section&id=Employees) The company currently has two officers and does not plan to have full-time employees before completing its initial business combination - The company currently has two officers and does not intend to have full-time employees prior to the completion of its initial business combination[60](index=60&type=chunk) [ITEM 1A. RISK FACTORS](index=14&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, Trailblazer Merger Corporation I is not required to make disclosures under this item - The company is a smaller reporting company and is not required to provide disclosures under this item[61](index=61&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=14&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) This item is not applicable to the company - This item is not applicable[62](index=62&type=chunk) [ITEM 1C. CYBERSECURITY](index=14&type=section&id=ITEM%201C.%20CYBERSECURITY) As a SPAC with no business operations, the company does not consider itself to face significant cybersecurity risk and lacks a formal cybersecurity risk management program - As a SPAC with no business operations, the company does not consider cybersecurity risk significant and has no formal management program[63](index=63&type=chunk) - The company relies on third-party digital technologies and their security processes, with the board of directors responsible for oversight of cybersecurity threats[63](index=63&type=chunk) - No cybersecurity incidents have been reported since the company's IPO[63](index=63&type=chunk) [ITEM 2. PROPERTIES](index=14&type=section&id=ITEM%202%20PROPERTIES) The company's executive offices are located in New York, NY, and the current office space is deemed adequate for its operations - The company's executive offices are located at 510 Madison Avenue, Suite 1401, New York, NY 10022[64](index=64&type=chunk) - The current office space is considered adequate for current operations[64](index=64&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=14&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently a party to any material litigation or legal proceedings and is unaware of any adverse legal exposures - The company is not currently involved in any material litigation or legal proceedings[65](index=65&type=chunk) - There are no known legal proceedings, investigations, claims, or other legal exposures with a more than remote possibility of materially adversely affecting the business[65](index=65&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=14&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - This item is not applicable[66](index=66&type=chunk) [PART II](index=15&type=section&id=PART%20II) This section covers the company's market for common equity, financial condition, results of operations, and disclosures regarding controls and procedures [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=15&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) This section details the trading of the company's securities, shareholder information, dividend policy, and lack of equity compensation plans or issuer equity purchases [Holders of Record](index=15&type=section&id=Holders%20of%20Record) As of March 18, 2025, there were **4,499,116 shares** of common stock outstanding held by approximately **4** record stockholders - As of March 18, 2025, there were **4,499,116 shares** of common stock issued and outstanding, held by approximately **4** stockholders of record[70](index=70&type=chunk) [Dividends](index=15&type=section&id=Dividends) The company has not paid cash dividends and does not intend to prior to a business combination, with future payments at board discretion - The company has not paid any cash dividends to date and does not intend to prior to the completion of an initial business combination[71](index=71&type=chunk) - Future dividend payments will depend on revenues, earnings, capital requirements, and financial condition post-business combination, and will be at the discretion of the board of directors[71](index=71&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=15&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) No securities are authorized for issuance under equity compensation plans - No securities are authorized for issuance under equity compensation plans[72](index=72&type=chunk) [Recent Sales of Unregistered Securities](index=15&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities) There were no unregistered securities sales to report that have not been previously disclosed - There were no unregistered securities to report that have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K[73](index=73&type=chunk) [Use of Proceeds](index=15&type=section&id=Use%20of%20Proceeds) The company is a blank check company formed to effect a business combination, with IPO and private placement proceeds detailed - The company is a blank check company formed to effect a business combination[74](index=74&type=chunk) Gross Proceeds from IPO and Private Placement | Event | Date | Gross Proceeds | | :-------------------------------- | :--------- | :------------- | | Initial Public Offering (IPO) | March 31, 2023 | $69,000,000 | | Private Placement | March 31, 2023 | $3,945,000 | [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=15&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) There were no purchases of equity securities by the issuer or affiliated purchasers - There were no purchases of equity securities by the issuer or affiliated purchasers[77](index=77&type=chunk) [ITEM 6. [RESERVED]](index=15&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and contains no information - This item is reserved[78](index=78&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=16&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section reviews the company's financial condition, operational results, liquidity, and going concern status, including details of its business combination efforts and contractual obligations [Overview](index=16&type=section&id=Overview) The company, a blank check entity, aims to complete a business combination, acknowledging potential dilution and significant associated costs - The company is a blank check company formed to effect a business combination, intending to use cash from its IPO and private placement proceeds, along with potential additional financing or debt[80](index=80&type=chunk) - Issuance of additional shares or incurring significant debt in connection with a business combination could dilute equity interests, subordinate common stock rights, cause a change in control, or adversely affect market prices[81](index=81&type=chunk) - The company expects to incur significant costs in pursuit of its initial business combination and cannot assure success in raising capital or completing the combination[82](index=82&type=chunk) [Recent Developments](index=18&type=section&id=Recent%20Developments) This section details the company's ongoing business combination efforts with Cyabra Strategy Ltd. and the extensions of the completion deadline [Business Combination](index=18&type=section&id=Business%20Combination_1) Trailblazer entered a merger agreement with Cyabra Strategy Ltd., leading to Cyabra becoming a Nasdaq-listed subsidiary of Holdings - On July 22, 2024, Trailblazer entered into a merger agreement with Cyabra Strategy Ltd., an Israeli company, which was amended on November 11, 2024[84](index=84&type=chunk) - The transaction involves Trailblazer merging into Holdings, and a subsidiary merging into Cyabra, with Holdings being renamed 'Cyabra, Inc.' and expected to list on Nasdaq[85](index=85&type=chunk)[91](index=91&type=chunk) - Cyabra shareholders and option holders may receive up to **3,000,000** Earnout Shares based on stock price targets, and Cyabra Key Employees will receive **400,000** shares[87](index=87&type=chunk)[88](index=88&type=chunk) - A PIPE Investment of at least **$6.0 million** is planned, which may be reduced if the Trust Account balance exceeds **$3.5 million** after redemptions[89](index=89&type=chunk) - Alpha Capital Anstalt, an affiliate of the Sponsor, provided Cyabra with **$3.4 million** in convertible notes in 2024 and a **$1.0 million** promissory note in February 2025[90](index=90&type=chunk) [The Extension of the Completion Window](index=19&type=section&id=The%20Extension%20of%20the%20Completion%20Window) The board approved multiple extensions for the business combination deadline, funded by the Sponsor, leading to significant share redemptions - The board approved extensions of the business combination deadline from March 31, 2024, to September 30, 2024, and further to September 30, 2025, through monthly extensions[92](index=92&type=chunk)[98](index=98&type=chunk) - The Extension Payments were loaned under a non-interest bearing promissory note from the Sponsor, which has been repeatedly amended and increased, reaching a maximum of **$3.53 million** by February 21, 2025, with a maturity date extended to May 31, 2025, or 18 months post-business combination[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - In connection with the Annual Meeting on September 26, 2024, **4,520,384 shares** were tendered for redemption, resulting in a withdrawal of **$49.77 million** from the Trust Account on October 9, 2024[99](index=99&type=chunk)[155](index=155&type=chunk) Extension Payment Deposited by Sponsor | Date | Extension Payment Deposited by Sponsor | | :---------------- | :------------------------------------- | | Through Dec 31, 2024 | $1,713,146 | | Feb 4, 2025 | $83,287 | | Feb 27, 2025 | $83,287 | [Results of Operations](index=21&type=section&id=Results%20of%20Operations) The company has not generated operating revenues, with net income primarily from interest on trust account marketable securities - The company has not engaged in operations or generated revenues to date, with activities focused on organizational tasks and identifying a business combination target[100](index=100&type=chunk) - Non-operating income is generated from interest on marketable securities held in the Trust Account[100](index=100&type=chunk) Net Income Summary | Year Ended December 31, | Net Income | Interest Earned on Trust Account | Operating Costs | Provision for Income Taxes | Stock-Based Compensation Expense | | :------------------------ | :--------- | :------------------------------- | :-------------- | :------------------------- | :------------------------------- | | 2024 | $277,658 | $3,296,420 | $2,293,333 | $725,429 | — | | 2023 | $1,347,254 | $2,606,031 | $543,536 | $516,986 | $207,087 | [Liquidity, Capital Resources and Going Concern](index=21&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) The company's liquidity is limited, with funds restricted in the trust account, raising substantial doubt about its ability to continue as a going concern - The company's IPO and Private Placement in March 2023 generated gross proceeds of **$69 million** and **$3.945 million** respectively, with **$70.38 million** deposited into a trust account[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - Funds in the trust account are restricted until the completion of a business combination or redemption events, with interest released for tax obligations[106](index=106&type=chunk)[107](index=107&type=chunk) - The Sponsor has deposited **$1.71 million** through December 31, 2024, to extend the business combination deadline to January 31, 2025, and further extensions were made in February 2025[108](index=108&type=chunk)[109](index=109&type=chunk)[114](index=114&type=chunk) - The Sponsor's promissory note, used for extension payments, has been amended multiple times, increasing the maximum available amount to **$3.53 million** and extending maturity to May 31, 2025, or 18 months post-business combination[110](index=110&type=chunk)[111](index=111&type=chunk) - A significant redemption of **4,520,384 shares** occurred on October 9, 2024, withdrawing **$49.77 million** from the Trust Account[113](index=113&type=chunk) - Management has determined that the company lacks sufficient liquidity to sustain operations for a reasonable period and faces substantial doubt about its ability to continue as a going concern, given the impending business combination deadline of March 31, 2025 (or September 30, 2025, if fully extended)[119](index=119&type=chunk) Cash and Trust Account Balances | As of December 31, 2024 | Amount | | :---------------------- | :----- | | Operating Bank Account | $63,829 | | Restricted Cash (for taxes) | $802,993 | | Trust Account (Marketable Securities) | $26,832,298 | [Off-Balance Sheet Arrangements](index=25&type=section&id=Off-Balance%20Sheet%20Arrangements) The company did not have any off-balance sheet arrangements as of December 31, 2024 - The company did not have any off-balance sheet arrangements as of December 31, 2024[120](index=120&type=chunk) [Contractual Obligations](index=25&type=section&id=Contractual%20Obligations) This section outlines the company's contractual obligations, including deferred underwriting fees and a promissory note with the Sponsor [Promissory Notes - Related Party](index=25&type=section&id=Promissory%20Notes%20-%20Related%20Party_1) The company has a non-interest bearing promissory note with the Sponsor, repeatedly amended and extended, for funding extensions - The company has a non-interest bearing unsecured promissory note with the Sponsor, which has been amended multiple times to increase the maximum borrowing amount to **$3.53 million** by February 21, 2025[121](index=121&type=chunk) - The note's maturity date was extended to May 31, 2025, or 18 months after the business combination, with monthly payments of **$125,000** commencing post-business combination[122](index=122&type=chunk) Promissory Note Outstanding Balance | As of December 31, | Outstanding Amount | | :----------------- | :----------------- | | 2024 | $2,529,445 | | 2023 | $321,585 | [Registration and Stockholder's Rights](index=25&type=section&id=Registration%20and%20Stockholder's%20Rights) Holders of founder shares and placement units are entitled to registration rights, with the company bearing related expenses - Holders of founder shares, placement units, and units from working capital loans are entitled to registration rights, allowing them to demand registration of their securities for resale[123](index=123&type=chunk) - The company will bear the expenses related to filing such registration statements[123](index=123&type=chunk) [Underwriting Agreement](index=25&type=section&id=Underwriting%20Agreement) The underwriters received a cash discount upon IPO closing, with a deferred commission payable upon business combination completion - The underwriters received a cash underwriting discount of **$1.035 million** upon IPO closing[125](index=125&type=chunk) - A deferred underwriting commission of **$2.07 million** is payable to the underwriters from the trust account solely upon completion of an initial business combination[125](index=125&type=chunk) [Advisory Agreement](index=27&type=section&id=Advisory%20Agreement) The company agreed to pay LifeSci Capital LLC **1.5%** of total consideration in equity for advisory services upon business combination consummation - Upon consummation of the initial business combination, the company agreed to pay LifeSci Capital LLC **1.5%** of the total consideration in equity interests for advisory services[126](index=126&type=chunk) - The company will reimburse underwriters for out-of-pocket expenses up to **$50,000**, and any excess upon business combination closing[129](index=129&type=chunk) [Investment Management Trust Agreement](index=27&type=section&id=Investment%20Management%20Trust%20Agreement) The company's trust agreement with Continental Stock Transfer & Trust Company was amended to allow monthly extensions of the business combination deadline - The company entered into an agreement with Continental Stock Transfer & Trust Company to manage the Trust Account, investing funds in U.S. government securities or money market funds[130](index=130&type=chunk) - The trust agreement was amended on September 26, 2024, to allow monthly extensions of the business combination deadline until September 30, 2025, and to remove the provision for withdrawing **$100,000** for dissolution expenses[131](index=131&type=chunk) [Critical Accounting Estimates](index=27&type=section&id=Critical%20Accounting%20Estimates) Management reviews accounting policies and estimates, with no critical accounting estimates identified as of December 31, 2024 - Management reviews accounting policies, assumptions, estimates, and judgments to ensure fair financial statement presentation in accordance with U.S. GAAP[132](index=132&type=chunk) - Significant estimates include determining the fair value of stock-based compensation and derivative financial instruments at the IPO[133](index=133&type=chunk) - The company has not identified any critical accounting estimates as of December 31, 2024[133](index=133&type=chunk) [Recent Accounting Standards](index=29&type=section&id=Recent%20Accounting%20Standards) The company adopted ASU 2023-09 and ASU 2023-07 with no material effect, and expects no material impact from other new standards - The company adopted ASU 2023-09 (Income Taxes) and ASU 2023-07 (Segment Reporting) for the year ended December 31, 2024, with no material effect on financial statements[134](index=134&type=chunk)[135](index=135&type=chunk) - Management does not believe other recently issued, but not yet effective, accounting standards would materially affect financial statements if currently adopted[136](index=136&type=chunk) [JOBS Act](index=29&type=section&id=JOBS%20Act) As an 'emerging growth company' under the JOBS Act, the company benefits from extended transition periods and reduced disclosure requirements - The company qualifies as an 'emerging growth company' under the JOBS Act, allowing it to comply with new or revised accounting pronouncements based on private company effective dates[137](index=137&type=chunk) - The company elected not to opt out of the extended transition period for accounting standards, which may affect comparability with other public companies[137](index=137&type=chunk) - Exemptions under the JOBS Act include not being required to provide an auditor's attestation report on internal controls, reduced executive compensation disclosures, and exemptions from certain PCAOB requirements[138](index=138&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=29&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not required for smaller reporting companies - This item is not required for smaller reporting companies[139](index=139&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=29&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The financial statements and supplementary data are included following Item 15 of this Annual Report - Financial statements and supplementary data are included following Item 15 of this Annual Report[140](index=140&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](index=29&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There are no changes in or disagreements with accountants on accounting and financial disclosure to report - There are no changes in or disagreements with accountants on accounting and financial disclosure[141](index=141&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=30&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management evaluated disclosure controls and internal control over financial reporting as effective, with no material changes during the fiscal quarter [Evaluation of Disclosure Controls and Procedures](index=30&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The company's disclosure controls and procedures were evaluated as effective at a reasonable assurance level as of December 31, 2024 - As of December 31, 2024, the company's disclosure controls and procedures were evaluated and deemed effective at a reasonable assurance level[143](index=143&type=chunk) [Management's Report on Internal Controls Over Financial Reporting](index=30&type=section&id=Management's%20Report%20on%20Internal%20Controls%20Over%20Financial%20Reporting) Management assessed internal control over financial reporting as effective, with no auditor attestation due to emerging growth company status - Management is responsible for establishing and maintaining adequate internal control over financial reporting, designed to provide reasonable assurance regarding financial reporting reliability[144](index=144&type=chunk) - As of December 31, 2024, management assessed the effectiveness of internal control over financial reporting using the COSO framework and determined it was effective[145](index=145&type=chunk) - This Annual Report does not include an attestation report from the independent registered public accounting firm due to the company's status as an emerging growth company[146](index=146&type=chunk) [Changes in Internal Control Over Financial Reporting](index=31&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the most recent fiscal quarter - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[148](index=148&type=chunk) [ITEM 9B. OTHER INFORMATION](index=31&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) This section details the extensions of the business combination completion window and related financial activities, including share redemptions [Extension](index=31&type=section&id=Extension) The board approved multiple extensions for the business combination deadline, funded by the Sponsor's promissory note, leading to significant share redemptions - The board approved extensions of the business combination deadline from March 31, 2024, to September 30, 2024, and further to September 30, 2025, through monthly extensions[149](index=149&type=chunk)[154](index=154&type=chunk) - The Extension Payments were loaned under a non-interest bearing promissory note from the Sponsor, which has been repeatedly amended and increased, reaching a maximum of **$3.53 million** by February 21, 2025, with a maturity date extended to May 31, 2025, or 18 months post-business combination[152](index=152&type=chunk)[153](index=153&type=chunk) - In connection with the Annual Meeting on September 26, 2024, **4,520,384 shares** were tendered for redemption, resulting in a withdrawal of **$49.77 million** from the Trust Account on October 9, 2024[155](index=155&type=chunk) Extension Payments by Sponsor | Date | Extension Payment Deposited by Sponsor | | :---------------- | :------------------------------------- | | Through Dec 31, 2024 | $1,713,146 | | Feb 4, 2025 | $83,287 | | Feb 27, 2025 | $83,287 | [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=32&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company - This item is not applicable[156](index=156&type=chunk) [PART III](index=33&type=section&id=PART%20III) This section details the company's directors, executive officers, corporate governance, executive compensation, and security ownership of beneficial owners [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=33&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section outlines the company's directors and executive officers, their professional backgrounds, board committee structures, and corporate governance policies [Directors and Executive Officers](index=33&type=section&id=Directors%20and%20Executive%20Officers) This section lists the company's directors and executive officers, detailing their ages, positions, and extensive professional experience - Executive officers and directors possess extensive experience in investment, finance, and technology, with key roles in family offices, biomedical companies, and cybersecurity firms[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) Directors and Executive Officers | Name | Age | Position | | :---------------- | :-- | :-------------------------------- | | Arie Rabinowitz | 53 | Director and Chief Executive Officer | | Scott Burell | 60 | Chief Financial Officer | | Yosef Eichorn | 33 | Chief Development Officer | | Joseph Hammer | 46 | Chairman of the Board | | Barak Avitbul | 51 | Director | | Olga Castells | 51 | Director | | Patrick Donovan | 47 | Director | [Number and Terms of Office of Officers and Directors](index=35&type=section&id=Number%20and%20Terms%20of%20Office%20of%20Officers%20and%20Directors) The board consists of five directors with staggered three-year terms, and officers serve at the discretion of the board - The board of directors consists of five directors and is divided into three classes with staggered three-year terms[168](index=168&type=chunk) - Officers are appointed by and serve at the discretion of the board of directors[169](index=169&type=chunk) [Director Independence](index=35&type=section&id=Director%20Independence) The company maintains a majority of independent directors as per Nasdaq requirements, with specific independent directors identified - Nasdaq requires a majority of the board to be composed of 'independent directors'[170](index=170&type=chunk) - Barak Avitbul, Olga Castells, and Patrick Donovan are identified as independent directors[171](index=171&type=chunk) [Committees of the Board of Directors](index=35&type=section&id=Committees%20of%20the%20Board%20of%20Directors) This section describes the Audit and Compensation Committees, their independent director composition, and their respective oversight duties [Audit Committee](index=36&type=section&id=Audit%20Committee) The Audit Committee, composed of independent directors, oversees financial reporting, auditor relations, and related party transactions - The Audit Committee consists of independent directors Barak Avitbul, Olga Castells, and Patrick Donovan, with Mr. Donovan chairing the committee[174](index=174&type=chunk) - Duties include appointment and oversight of the independent registered public accounting firm, pre-approving audit and non-audit services, and reviewing related party transactions[175](index=175&type=chunk)[177](index=177&type=chunk) [Financial Experts on Audit Committee](index=36&type=section&id=Financial%20Experts%20on%20Audit%20Committee) All audit committee members are financially literate, with Patrick Donovan identified as an 'audit committee financial expert' - All audit committee members are financially literate, and Patrick Donovan qualifies as an 'audit committee financial expert'[176](index=176&type=chunk) [Director nominations](index=37&type=section&id=Director%20nominations) The company does not have a standing nominating committee, with independent directors recommending nominees based on diverse criteria - The company does not have a standing nominating committee but intends to form one as required by law or Nasdaq rules[178](index=178&type=chunk) - A majority of independent directors (Barak Avitbul, Olga Castells, and Patrick Donovan) recommend director nominees[178](index=178&type=chunk) - The board considers educational background, diversity of experience, business knowledge, integrity, reputation, independence, and wisdom when evaluating nominees[180](index=180&type=chunk) [Compensation Committee](index=37&type=section&id=Compensation%20Committee) The Compensation Committee, composed of independent directors, reviews executive compensation, with no cash compensation paid prior to a business combination - The Compensation Committee consists of independent directors Barak Avitbul (Chairperson), Olga Castells, and Patrick Donovan[180](index=180&type=chunk) - Duties include reviewing and approving executive officer compensation, executive compensation policies, and administering incentive compensation plans[182](index=182&type=chunk) - No cash compensation is paid to existing stockholders, directors, or affiliates prior to the consummation of a business combination[181](index=181&type=chunk) [Code of Ethics](index=38&type=section&id=Code%20of%20Ethics) The company adopted a code of conduct and ethics applicable to directors, officers, and employees, available on the SEC's website - The company adopted a code of conduct and ethics applicable to directors, officers, and employees, available on the SEC's website[183](index=183&type=chunk) [Section 16(a) Beneficial Ownership Reporting Compliance](index=38&type=section&id=Section%2016%28a%29%20Beneficial%20Ownership%20Reporting%20Compliance) All Section 16(a) filing requirements for executive officers, directors, and greater than **10%** beneficial owners were filed timely - Based on reviews and written representations, all Section 16(a) filing requirements for executive officers, directors, and greater than **10%** beneficial owners were filed in a timely manner[185](index=185&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=38&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) No cash compensation has been paid to officers or directors for services rendered, with reimbursements for out-of-pocket expenses [Executive Officers and Director Compensation](index=38&type=section&id=Executive%20Officers%20and%20Director%20Compensation) No cash compensation has been paid to officers or directors, who are reimbursed for out-of-pocket expenses incurred in identifying target businesses - No cash compensation has been paid to officers or directors for services rendered to the company[186](index=186&type=chunk) - Officers and directors are reimbursed for out-of-pocket expenses incurred in identifying potential target businesses, with quarterly review by the audit committee[186](index=186&type=chunk) - After the business combination, directors or management may receive consulting or management fees, which will be fully disclosed to stockholders[187](index=187&type=chunk) [Compensation Committee Interlocks and Insider Participation](index=38&type=section&id=Compensation%20Committee%20Interlocks%20and%20Insider%20Participation) None of the company's officers serve on the compensation committee of any entity with officers on the company's board - None of the company's officers currently serve, or have served in the past year, as a member of the compensation committee of any entity with officers serving on the company's board[189](index=189&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS](index=39&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) This section details the beneficial ownership of the company's securities by the Sponsor, management, and other significant shareholders [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](index=39&type=section&id=SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT) Trailblazer Sponsor Group, LLC is the largest beneficial owner with **47.1%** of outstanding shares, with other significant institutional holders identified - Joseph Hammer, as a manager of the Sponsor, is deemed a beneficial owner of the shares held by the Sponsor[192](index=192&type=chunk) Beneficial Ownership as of March 24, 2025 | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Outstanding Shares | | :----------------------------------- | :---------------------------------- | :------------------------------- | | Trailblazer Sponsor Group, LLC | 2,119,500 | 47.1% | | Joseph Hammer | 2,119,500 | 47.1% | | All officers and directors as a group (7 individuals) | 2,119,500 | 47.1% | | AQR Capital Management, LLC | 438,763 | 9.8% | | TD Securities (USA) LLC | 240,000 | 5.3% | | Kerry Proper/Antonio Ruiz-Gimenez | 400,000 | 8.9% | | Karpus Management, Inc. | 246,490 | 5.5% | [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=40&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section details transactions with related parties, including founder shares, private placement, promissory notes, and the company's related party policy and director independence [Founder Shares](index=40&type=section&id=Founder%20Shares) The Sponsor initially purchased founder shares, which were later exchanged and subject to a lock-up period post-business combination - The Sponsor initially purchased **1,940,625** founder shares for **$25,000**, which were later exchanged for Class A common stock and a single Class B share, with some shares forfeited, resulting in **1,724,999** Class A founder shares and **1** Class B share outstanding[193](index=193&type=chunk) - The Sponsor agreed to a lock-up period for founder shares, restricting transfer until one year after business combination completion or specific stock price targets are met[194](index=194&type=chunk) [Private Placement](index=40&type=section&id=Private%20Placement) The Sponsor purchased **394,500** Placement Units for **$3.945 million** concurrently with the IPO, with proceeds added to the Trust Account - The Sponsor purchased **394,500** Placement Units for **$3.945 million** in a private placement concurrent with the IPO[195](index=195&type=chunk) - Proceeds from Placement Units were added to the Trust Account, and these units will expire worthless if a business combination is not completed within the Combination Period[195](index=195&type=chunk) [Promissory Notes](index=40&type=section&id=Promissory%20Notes) The company has a non-interest bearing promissory note with the Sponsor, repeatedly amended and extended, for funding extensions - The company has a non-interest bearing unsecured promissory note with the Sponsor, which has been amended multiple times to increase the maximum borrowing amount to **$3.53 million** by February 21, 2025[196](index=196&type=chunk) - The note's maturity date was extended to May 31, 2025, or 18 months after the business combination, with monthly payments of **$125,000** commencing post-business combination[197](index=197&type=chunk) Promissory Note Outstanding Balance | As of December 31, | Outstanding Amount | | :----------------- | :----------------- | | 2024 | $2,529,445 | | 2023 | $321,585 | [Related Party Loans](index=41&type=section&id=Related%20Party%20Loans) The Sponsor or affiliates may provide 'Working Capital Loans' for transaction costs, convertible into units of the post-business combination entity - The Sponsor or its affiliates/officers/directors may provide 'Working Capital Loans' to finance transaction costs, repayable from Trust Account proceeds if a business combination closes, or from outside funds otherwise[198](index=198&type=chunk) - Up to **$1.5 million** of Working Capital Loans may be convertible into units of the post-business combination entity at **$10.00** per unit[199](index=199&type=chunk) - As of December 31, 2024 and 2023, there was no amount outstanding under the Working Capital Loan[199](index=199&type=chunk) [General](index=41&type=section&id=General) The Sponsor, officers, and directors are reimbursed for documented out-of-pocket expenses, with all related party transactions requiring audit committee approval - The Sponsor, officers, and directors are reimbursed for bona-fide, documented out-of-pocket expenses incurred for company activities, with no cap on reimbursement[200](index=200&type=chunk) - All ongoing and future related party transactions require prior approval by the audit committee and a majority of uninterested independent directors[201](index=201&type=chunk) [Related Party Policy](index=42&type=section&id=Related%20Party%20Policy) The Code of Ethics requires avoiding conflicts of interest, with related party transactions exceeding **$120,000** requiring board approval - The Code of Ethics requires avoiding related party transactions that could create conflicts of interest, except under board-approved guidelines[202](index=202&type=chunk) - Related party transactions are defined as those exceeding **$120,000** annually involving executive officers, directors, or greater than **5%** beneficial owners and their immediate family members[202](index=202&type=chunk) - The company will not consummate a business combination with an affiliated entity unless an independent investment banking firm provides a fairness opinion and a majority of disinterested independent directors approve[204](index=204&type=chunk) [Director Independence](index=42&type=section&id=Director%20Independence_1) Nasdaq listing standards require a majority of the board of directors to be independent - Nasdaq listing standards require a majority of the board of directors to be independent[205](index=205&type=chunk) [Item 14. Principal Accountant Fees and Services.](index=43&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) This section details the audit fees paid to Marcum LLP for 2024 and 2023, and outlines the audit committee's pre-approval policy for services [Pre-Approval Policy](index=43&type=section&id=Pre-Approval%20Policy) The audit committee pre-approves all auditing and permitted non-audit services by the auditors, including fees and terms - The audit committee pre-approves all auditing services and permitted non-audit services by the auditors, including fees and terms[207](index=207&type=chunk) [Audit Fees](index=43&type=section&id=Audit%20Fees) Audit fees paid to Marcum LLP were **$239,990** in 2024 and **$228,145** in 2023 Audit Fees Paid to Marcum LLP | Year Ended December 31, | Audit Fees | | :------------------------ | :--------- | | 2024 | $239,990 | | 2023 | $228,145 | [Audit-Related Fees](index=43&type=section&id=Audit-Related%20Fees) No Audit-Related Fees were paid to Marcum LLP for the years ended December 31, 2024 and 2023 - No Audit-Related Fees were paid to Marcum LLP for the years ended December 31, 2024 and 2023[208](index=208&type=chunk) [Tax Fees](index=43&type=section&id=Tax%20Fees) No Tax Fees were paid to Marcum LLP for the years ended December 31, 2024 and 2023 - No Tax Fees were paid to Marcum LLP for the years ended December 31, 2024 and 2023[208](index=208&type=chunk) [All Other Fees](index=43&type=section&id=All%20Other%20Fees) No Other Fees were paid to Marcum LLP for the years ended December 31, 2024 and 2023 - No Other Fees were paid to Marcum LLP for the years ended December 31, 2024 and 2023[208](index=208&type=chunk) [PART IV](index=44&type=section&id=PART%20IV) This section lists the financial statements, schedules, and exhibits included in the Form 10-K, along with the Form 10-K summary [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=44&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K, including various agreements and certifications [Financial Statements](index=44&type=section&id=Financial%20Statements) The financial statements include the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Statements of Operations, Changes in Stockholders' Deficit, and Cash Flows - The financial statements include the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Statements of Operations, Changes in Stockholders' Deficit, and Cash Flows for the years ended December 31, 2024 and 2023, along with Notes to Consolidated Financial Statements[210](index=210&type=chunk) [Financial Statement Schedules](index=44&type=section&id=Financial%20Statement%20Schedules) No financial statement schedules are filed - No financial statement schedules are filed[211](index=211&type=chunk) [Exhibits](index=44&type=section&id=Exhibits) The report includes an Exhibit Index listing various documents such as the Underwriting Agreement, Promissory Notes, and certifications - The report includes an Exhibit Index listing various documents such as the Underwriting Agreement, Promissory Notes, Certificate of Incorporation, Rights Agreement, Investment Management Trust Agreement, and Registration Rights Agreement[213](index=213&type=chunk)[216](index=216&type=chunk) - Key exhibits include the Amended and Restated Promissory Note dated March 24, 2025, and certifications from the Principal Executive Officer and Principal Financial Officer[216](index=216&type=chunk) [ITEM 16. FORM 10-K SUMMARY](index=46&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item is not applicable to the company - This item is not applicable[215](index=215&type=chunk)

Company Overview - Cyabra Ltd. is a leading AI platform focused on real-time disinformation detection, utilizing proprietary algorithms and NLP solutions to analyze online misinformation and harmful narratives across social media and digital news channels [4] - The company aims to protect corporations and governments from brand reputation risks, election manipulation, and foreign interference [4] Recent Developments - Cyabra has entered into a business combination agreement with Trailblazer Merger Corp. (TBMC), a special-purpose acquisition company [3] - The agreement is part of Cyabra's strategy to enhance its capabilities in combating online threats to public trust [3] Research Findings - A recent report by Cyabra revealed that 31% of social media profiles discussing Pope Francis on platform X were inauthentic, contributing to the spread of false rumors regarding his health [1][2] - The report emphasizes the alarming scale at which fake accounts are influencing public narratives, highlighting the need for effective countermeasures against disinformation [2] Industry Context - The findings come at a critical time as online threats to public trust are becoming more sophisticated, necessitating advanced detection and neutralization strategies [3] - Cyabra's research underscores the growing concern over AI-generated fake profiles being used to spread misinformation and manipulate public perception [2]

Financial Performance - Cyabra achieved a record ARR of $6.1 million as of December 2024, representing a 75% increase compared to December 2023 and over 930% growth from December 2022 [1][7] - The significant ARR growth reflects the increasing demand for Cyabra's AI-driven solutions in combating digital threats [2] Market Context - The World Economic Forum identified disinformation as humanity's top short-term risk, with Gartner projecting enterprise spending on disinformation defense to reach $500 billion by 2028 [3] - Cyabra's rapid growth and record financial results align with the surging market demand for disinformation defense solutions [3] Strategic Initiatives - Cyabra's strong performance is attributed to strategic initiatives aimed at scaling operations and enhancing product offerings to address evolving digital disinformation challenges [4] - The company's solutions have been instrumental in safeguarding brands and public sector organizations' digital presence, ensuring the integrity of online information [4] Product and Technology - Cyabra's flagship platform is a go-to solution for real-time disinformation and misinformation detection across multiple industries [7] - The company's AI-powered platform leverages proprietary algorithms and NLP solutions to uncover and analyze online disinformation, including fake profiles, harmful narratives, and GenAI content [5] Future Strategy - Cyabra's 2025 strategy focuses on expanding its global presence and advancing AI innovation to combat evolving digital disinformation and misinformation threats [11] - The company has entered into a business combination agreement with Trailblazer Merger Corporation I, a blank-check special-purpose acquisition company [11]

PART I - FINANCIAL INFORMATION [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) Presents unaudited condensed consolidated financial statements: balance sheets, operations, stockholders' deficit, cash flows, and accounting notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance sheet shows significant increases in **total assets** and **liabilities**, driven by **restricted funds** and **Class A common stock** pending redemptions; **stockholders' deficit** also **increased** Condensed Consolidated Balance Sheets Summary | Metric | September 30, 2024 | December 31, 2023 | | :---------------------- | :----------------- | :---------------- | | Total Assets | $77,160,600 | $73,770,297 | | Total Liabilities | $56,150,186 | $3,222,405 | | Stockholders' Deficit | $(4,998,453) | $(1,677,058) | - **Restricted funds** in **Trust Account increased** from **$0 to $49,774,936**, and **Class A common stock** pending redemptions **increased** from **$0 to $49,774,936**, indicating significant redemption activity[12](index=12&type=chunk) - **Marketable securities** held in **Trust Account decreased** from **$72,994,863 to $26,845,950**[12](index=12&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) **Net income** reported for both periods, primarily from **Trust Account** interest, offset by **operating costs** and **taxes**; **net income** per share **decreased** YoY Condensed Consolidated Statements of Operations Summary | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income | $145,328 | $522,948 | $735,207 | $664,229 | | Interest earned on marketable securities | $883,635 | $834,276 | $2,814,405 | $1,632,278 | | Operating and formation costs | $532,847 | $194,068 | $1,493,646 | $432,659 | | Provision for income taxes | $199,929 | $177,308 | $585,552 | $306,725 | | Basic and diluted net income per share, Class A common stock | $0.02 | $0.06 | $0.08 | $0.10 | - **Net income** for the three months ended September 30, 2024, **decreased** by **72.2%** compared to the same period in 2023, primarily due to higher **operating costs** and **income tax** provision[15](index=15&type=chunk) - Interest earned on **marketable securities** in the **Trust Account** significantly **increased** by **72.4%** for the nine months ended September 30, 2024, compared to 2023[15](index=15&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) **Accumulated deficit** grew in 2024 and 2023, mainly due to remeasurement to **redemption value** and **excise tax payable**, partially offset by **net income** Total Stockholders' Deficit | Date | Total Stockholders' Deficit | | :-------------------- | :-------------------------- | | September 30, 2024 | $(4,998,453) | | December 31, 2023 | $(1,677,058) | | September 30, 2023 | $(1,569,108) | | December 31, 2022 | $19,813 | - Remeasurement of carrying value to **redemption value** contributed significantly to the **accumulated deficit**, totaling **$(3,558,853)** for the nine months ended September 30, 2024[17](index=17&type=chunk) - An **excise tax payable** of **$(497,749)** attributable to **Class A common stock** redemption was recorded in the third quarter of 2024[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) **Net cash** used in **operating activities increased**; **investing activities** shifted from large outflow to smaller; **financing activities** provided less cash due to no **IPO** proceeds Condensed Consolidated Statements of Cash Flows Summary (9 Months Ended Sep 30) | Cash Flow Activity | 2024 | 2023 | | :------------------------------ | :------------ | :------------- | | Net cash used in operating activities | $(839,290) | $(407,328) | | Net cash used in investing activities | $(811,618) | $(70,380,000) | | Net cash provided by financing activities | $1,505,000 | $71,428,450 | | Net Change in Cash and Restricted Cash | $(145,908) | $641,122 | | Cash and Restricted Cash – End of period | $461,908 | $675,515 | - The significant **decrease** in cash provided by **financing activities** in 2024 is primarily due to the absence of proceeds from the sale of units and **private placement** units, which occurred in 2023[24](index=24&type=chunk) - **Investing activities** in 2024 included an **extension deposit** into the **Trust Account** of **$(1,380,000)**, contrasting with a large investment of cash into the **Trust Account** of **$(70,380,000)** in 2023[24](index=24&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes explain business operations, accounting policies, **IPO**, **private placement**, related party transactions, commitments, **stockholders' deficit**, **fair value**, and subsequent events [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) **Trailblazer Merger Corporation I**, a **blank check company**, seeks a **Business Combination** with **Cyabra Strategy Ltd.**, facing **going concern** uncertainty and **liquidity** issues - The Company is a **blank check company** formed to effect a **Business Combination**, with **Cyabra Strategy Ltd.** identified as the target[26](index=26&type=chunk)[27](index=27&type=chunk) - **Initial Public Offering** (**IPO**) on March 31, 2023, generated **$69,000,000** from **6,900,000** units at **$10.00** per unit[29](index=29&type=chunk) - A **private placement** to the **Sponsor** generated **$3,945,000** from **394,500** units at **$10.00** per unit, with proceeds placed in the **Trust Account**[30](index=30&type=chunk)[32](index=32&type=chunk) - The **Business Combination** deadline has been extended, with the current potential termination date being September 30, 2025, if fully extended[41](index=41&type=chunk)[44](index=44&type=chunk) - Management has determined that mandatory liquidation, if a **Business Combination** does not occur, and **liquidity** issues raise substantial doubt about the Company's ability to continue as a **going concern**[50](index=50&type=chunk) - As of September 30, 2024, the Company recorded a **1% excise tax payable** of **$497,749** based on redeemed shares[55](index=55&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines accounting policies for unaudited condensed consolidated financial statements, covering presentation, consolidation, estimates, cash, securities, stock, taxes, and **fair value** - The Company is an '**emerging growth company**' and has elected not to opt out of the extended transition period for new accounting standards, which may affect comparability with other public companies[59](index=59&type=chunk)[60](index=60&type=chunk) - Cash – **restricted cash** balance was **$353,388** as of September 30, 2024, representing cash withdrawn from the **Trust Account** for **taxes** but not yet utilized[65](index=65&type=chunk) - **Marketable securities** in the **Trust Account** were held in **money market funds** as of September 30, 2024, and U.S. treasury bills as of December 31, 2023[66](index=66&type=chunk) - **Class A common stock** subject to possible redemption is classified as temporary equity and adjusted to **redemption value** at each reporting period[68](index=68&type=chunk) - The **effective tax rate** was **57.9%** for the three months and **44.3%** for the nine months ended September 30, 2024, differing from the **21%** statutory rate due to various factors including a **valuation allowance** on **deferred tax assets**[71](index=71&type=chunk) - **Accrued interest and penalties** related to **underpayment of income taxes** amounted to **$26,027** as of September 30, 2024[73](index=73&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=18&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) Completed **IPO** on March 31, 2023, selling **6,900,000** units at **$10.00** each, generating **$69,000,000**; each unit included one **Class A common stock** and one right - **6,900,000 Units** were sold in the **IPO**, including the full exercise of the **over-allotment option**[86](index=86&type=chunk) - The purchase price was **$10.00** per Unit, generating gross proceeds of **$69,000,000**[86](index=86&type=chunk) - Each Unit consisted of one share of **Class A common stock** and one right to receive one-tenth (**1/10**) of a share of **Class A common stock**[86](index=86&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) **Sponsor** purchased **394,500 Placement Units** at **$10.00** each for **$3,945,000**; proceeds added to **Trust Account**; units expire worthless if no **Business Combination** - The **Sponsor** purchased **394,500 Placement Units** at **$10.00** per unit, for an aggregate of **$3,945,000**[87](index=87&type=chunk) - Proceeds from the **Placement Units** were added to the **Trust Account**[87](index=87&type=chunk) - **Placement Units** will expire worthless if the Company does not complete a **Business Combination** within the **Combination Period**[87](index=87&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) Details related party transactions, including **Founder Shares**, **stock-based compensation**, and an amended unsecured **Promissory Note** from the **Sponsor** - The **Sponsor** purchased **1,940,625 Founder Shares** for **$25,000**, with **215,625** shares later forfeited[88](index=88&type=chunk) - **Stock-based compensation** of **$207,087** was recorded for **47,500 Class A common stock** interests granted to management and directors[90](index=90&type=chunk) Promissory Note - Related Party Outstanding Balance | Date | Outstanding Balance | | :-------------------- | :------------------ | | September 30, 2024 | $1,901,585 | | December 31, 2023 | $321,585 | - The maximum amount available under the **Promissory Note** was **increased** to **$2,280,000** by September 30, 2024[93](index=93&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) Outlines agreements and commitments: registration rights, **deferred underwriting fees**, **advisory agreement**, **merger agreement** with **Cyabra Strategy Ltd.**, support agreements, and **PIPE Investment** - A **deferred underwriting fee** of **$2,070,000** is payable to the underwriter upon completion of a **Business Combination**[98](index=98&type=chunk) - An **advisory agreement** with LifeSci Capital LLC entails a payment of **1.5%** of the **total consideration** in **equity interests** upon consummation of the initial **Business Combination**[99](index=99&type=chunk) - On July 22, 2024, the Company entered into a **merger agreement** with **Cyabra Strategy Ltd.**, which will result in Cyabra becoming a wholly owned subsidiary of Holdings (to be renamed '**Cyabra, Inc.**')[104](index=104&type=chunk)[105](index=105&type=chunk) - **Parent Support Agreement** and **Company Support Agreement** are in place, requiring certain **stockholders** to vote in favor of the merger and restricting transfers[106](index=106&type=chunk)[107](index=107&type=chunk) - A **PIPE Investment** of no less than **$6,000,000** in Company **Common Stock** will close concurrently with the Merger, with potential reduction if **Trust Account** funds exceed **$3,500,000** after redemptions[112](index=112&type=chunk)[113](index=113&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=22&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20DEFICIT) Details authorized and outstanding shares for **Preferred Stock**, **Class A**, and **Class B Common Stock**, and explains **Public Rights** conversion upon **Business Combination** - **1,000,000 shares** of **Preferred Stock** are authorized, with none issued and outstanding[114](index=114&type=chunk) - **100,000,000 shares** of **Class A Common Stock** are authorized, with **2,119,499** shares issued and outstanding (excluding redeemable shares) as of September 30, 2024[115](index=115&type=chunk) - **5,000,000 shares** of **Class B Common Stock** are authorized, with **1** share issued and outstanding as of September 30, 2024[116](index=116&type=chunk) - Each **Public Right** will automatically receive one-tenth (**1/10**) of one share of **common stock** upon consummation of a **Business Combination**[119](index=119&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=23&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) Uses ASC 820 for **fair value** measurements, classifying assets and **liabilities** into a **three-level fair value hierarchy**; **Trust Account** assets are **Level 1** as of September 30, 2024 - The Company classifies financial assets and **liabilities** based on a **three-level fair value hierarchy** (**Level 1**, **Level 2**, **Level 3**)[122](index=122&type=chunk)[123](index=123&type=chunk) Fair Value of Trust Account Assets (Level 1) | Description | September 30, 2024 | December 31, 2023 | | :---------------------------------------- | :----------------- | :---------------- | | Restricted funds – held in Trust Account | $49,774,936 | $0 | | Marketable securities held in Trust Account | $26,845,950 | $72,994,711 | | Total marketable securities held in Trust Account | $76,620,886 | $72,994,711 | - As of September 30, 2024, assets held in the **Trust Account** were primarily comprised of **money market funds**, with **$49,774,936** restricted for **redeeming stockholders**[124](index=124&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) Subsequent events include **Sponsor** deposits to extend **Business Combination Termination Date**, fund withdrawals for redemptions and **taxes**, and a **Merger Agreement** amendment - The **Sponsor** deposited **$83,287** on October 2, 2024, and again on October 31, 2024, to extend the **Business Combination Termination Date** to October 30, 2024, and November 30, 2024, respectively[128](index=128&type=chunk)[129](index=129&type=chunk) - On October 9, 2024, **$49,774,936** was withdrawn from the **Trust Account** to pay **redeeming stockholders** for **4,520,384 shares** of **Class A common stock**[129](index=129&type=chunk) - On November 11, 2024, the **Merger Agreement** was amended to **increase** the **Trailblazer Board** to seven directors, **increase** the **2024 Plan size** to **15%**, and extend the **Outside Date** to March 31, 2025[130](index=130&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion of financial condition and operations, highlighting **blank check** status, **Business Combination** efforts with **Cyabra Strategy Ltd.**, and associated risks [Overview](index=25&type=section&id=Overview) **Blank check company** seeking **Business Combination** using **IPO**/**private placement** funds, facing potential **dilution** and significant costs in pursuit of its plans - The Company is a **blank check company** formed to effect a **Business Combination**, utilizing proceeds from its **IPO** and **private placement**[134](index=134&type=chunk) - Issuance of additional shares or significant debt could lead to **dilution**, **subordination of rights**, change in control, or **adverse market prices**[135](index=135&type=chunk)[137](index=137&type=chunk) - The Company expects to continue incurring significant costs in pursuit of its initial **Business Combination** plans[138](index=138&type=chunk) [Merger Agreement](index=26&type=section&id=Merger%20Agreement) Entered **merger agreement** with **Cyabra Strategy Ltd.** on July 22, 2024, involving a two-step merger where Cyabra becomes a wholly-owned subsidiary of Holdings, renamed '**Cyabra, Inc.**' - A **merger agreement** was entered on July 22, 2024, with **Cyabra Strategy Ltd.**[139](index=139&type=chunk) - The transaction structure involves **Trailblazer Merger Corporation I** merging into **Trailblazer Holdings, Inc.**, and a merger subsidiary merging into **Cyabra Strategy Ltd.**[140](index=140&type=chunk) - Following the merger, Cyabra will become a wholly owned subsidiary, and the combined entity will be renamed '**Cyabra, Inc.**'[140](index=140&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) No **operating revenues**; activities focus on **Business Combination** preparation; **non-operating income** from **Trust Account** interest, offset by costs and **taxes** - The Company has not engaged in operations or generated **operating revenues**, focusing on **organizational activities** and identifying a **target** for a **Business Combination**[141](index=141&type=chunk) - **Non-operating income** is generated from interest on **marketable securities** held in the **Trust Account**[141](index=141&type=chunk) Net Income Summary | Period | Net Income (2024) | Net Income (2023) | | :----------------------------------- | :---------------- | :---------------- | | Three months ended September 30 | $145,328 | $522,948 | | Nine months ended September 30 | $735,207 | $664,229 | - For the nine months ended September 30, 2024, **net income** was **$735,207**, primarily from **$2,814,405** in interest income, offset by **$1,493,646** in **operating costs** and **$585,552** in **income taxes**[144](index=144&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) **Liquidity** from **Trust Account** proceeds; extended **Business Combination** deadline via **Sponsor** deposits; faces **going concern** doubt if combination not completed by deadline - As of September 30, 2024, the Company had **$108,520** in its **operating bank account** and **$353,388** in **restricted cash** for **taxes**[147](index=147&type=chunk) - The **IPO** and **private placement** in March 2023 generated gross proceeds of **$69,000,000** and **$3,945,000**, respectively, with **$70,380,000** deposited into a **trust account**[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - The **Sponsor** deposited **$1,380,000** through September 30, 2024, to extend the **Business Combination** deadline, and further deposits were made in October 2024 to extend to November 30, 2024[153](index=153&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - **4,520,384 shares** were tendered for redemption, resulting in **$49,774,936** being withdrawn from the **Trust Account** on October 9, 2024[156](index=156&type=chunk)[157](index=157&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a **going concern** if a **Business Combination** is not consummated by November 30, 2024 (or September 30, 2025, if fully extended)[163](index=163&type=chunk) [Off-Balance Sheet Arrangements](index=30&type=section&id=Off-Balance%20Sheet%20Arrangements) No **off-balance sheet arrangements** as of September 30, 2024 - The Company did not have any **off-balance sheet arrangements** as of September 30, 2024[164](index=164&type=chunk) [Contractual Obligations](index=30&type=section&id=Contractual%20Obligations) **Contractual obligations** include **Sponsor Promissory Note**, registration rights, **deferred underwriting fees**, **advisory agreement**, and amended **investment management trust agreement** - An unsecured **Promissory Note** to the **Sponsor** had an outstanding balance of **$1,901,585** as of September 30, 2024, with a maximum available amount of **$2,280,000**[165](index=165&type=chunk) - A **deferred underwriting commission** of **$2,070,000** is payable to underwriters upon completion of an initial **Business Combination**[168](index=168&type=chunk) - An **advisory agreement** with LifeSci Capital LLC stipulates a payment of **1.5%** of the **total consideration** in **equity interests** upon the consummation of the initial **Business Combination**[170](index=170&type=chunk) - The **investment management trust agreement** was amended to allow monthly extensions of the **Business Combination** deadline until September 30, 2025, and removed the provision for withdrawing **$100,000** for **dissolution expenses**[176](index=176&type=chunk) [Critical Accounting Estimates](index=32&type=section&id=Critical%20Accounting%20Estimates) **Critical accounting estimates** involve **fair value** of **stock-based compensation** and **derivative financial instruments**; company is an '**emerging growth company**' under **JOBS Act** - **Critical accounting estimates** include the **fair value** of **stock-based compensation** and **derivative financial instruments**[177](index=177&type=chunk) - **Stock-based compensation** is valued using a **Black-Scholes option pricing model** at the **grant date**[178](index=178&type=chunk) - **Derivative financial instruments** (Rights) are **equity-classified** and valued based on **market comparables**[181](index=181&type=chunk) - As an '**emerging growth company**' under the **JOBS Act**, the Company can delay the adoption of new or revised accounting standards, potentially affecting comparability[184](index=184&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a **smaller reporting company**, no **quantitative and qualitative market risk disclosures** are required - The Company is not required to make disclosures under this Item as it qualifies as a **smaller reporting company**[187](index=187&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated **disclosure controls and procedures** as effective; no **material changes** in **internal control over financial reporting** during the quarter - **Disclosure controls and procedures** were evaluated as effective at a **reasonable assurance level** as of September 30, 2024[189](index=189&type=chunk) - No **material changes** in **internal control over financial reporting** occurred during the most recent fiscal quarter[190](index=190&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) No **legal proceedings** reported - There are no **legal proceedings** to report[193](index=193&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) Refers to **IPO prospectus** for **risk factors**; no **material changes** reported - **Risk factors** are described in the **final prospectus** for the **Initial Public Offering**[193](index=193&type=chunk) - No **material changes** to the disclosed **risk factors** have occurred as of the date of this report[193](index=193&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Refers to Part I, Item 2 for **use of IPO** and **private placement proceeds**; no **material change** in planned **use of proceeds** - Information on **unregistered sales of equity securities** and **use of proceeds** is detailed in Part I, Item 2 of this **Quarterly Report**[194](index=194&type=chunk) - There has been no **material change** in the planned **use of proceeds** from the **Initial Public Offering** and **private placement**[194](index=194&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No **defaults upon senior securities** reported - There are no **defaults upon senior securities** to report[195](index=195&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No **mine safety disclosures** reported - There are no **mine safety disclosures** to report[195](index=195&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) No **other information** reported - There is no **other information** to report[195](index=195&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) Lists **exhibits** filed with the **Quarterly Report on Form 10-Q**, including officer **certifications** and **Inline XBRL** documents - **Exhibits** include **certifications** from the **Principal Executive Officer** (**31.1**, **32.1**) and **Principal Financial Officer** (**31.2**, **32.2**)[197](index=197&type=chunk) - **Inline XBRL Instance Document** and **Taxonomy Extension Documents** are filed as **exhibits**[197](index=197&type=chunk) PART III - SIGNATURES [Signatures](index=38&type=section&id=Signatures) Report signed by **CFO Scott Burell** and **CEO Arie Rabinowitz** on November 19, 2024 - The report was signed by **Scott Burell**, **Chief Financial Officer**, and **Arie Rabinowitz**, **Chief Executive Officer**[200](index=200&type=chunk)[202](index=202&type=chunk) - The signing date for the report was November 19, 2024[200](index=200&type=chunk)[202](index=202&type=chunk)