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)

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 financial statements for Trailblazer Merger Corporation I, including the balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, IPO, private placement, related party transactions, commitments, stockholders' deficit, fair value measurements, and subsequent events [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | March 31, 2024 (Unaudited) | December 31, 2023 | | :--------------------------------------- | :-------------------------- | :------------------ | | Total Assets | $75,169,828 | $73,770,297 | | Cash and marketable securities in Trust Account | $74,481,555 | $72,994,863 | | Total Liabilities | $4,249,568 | $3,222,405 | | Total Stockholders' Deficit | $(2,705,389) | $(1,677,058) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) | Metric | For the Three Months Ended March 31, 2024 | For the Three Months Ended March 31, 2023 | | :--------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Operating and formation costs | $388,331 | $53,004 | | Interest earned on marketable securities held in Trust Account | $953,592 | $0 | | Net income (loss) | $372,368 | $(249,591) | | Basic and diluted net income (loss) per share, Class A common stock | $0.04 | $(0.14) | [Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) | Metric | December 31, 2023 | March 31, 2024 | | :--------------------------------------- | :------------------ | :------------- | | Balances — Total Stockholders' Deficit | $(1,677,058) | $(2,705,389) | | Remeasurement of carrying value to redemption value | — | $(1,400,699) | | Net income | — | $372,368 | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(182,106) | $(35,439) | | Net cash used in investing activities | $(537,073) | $(70,380,000) | | Net cash provided by financing activities | $690,000 | $71,431,950 | | Net Change in Cash | $(29,179) | $1,016,511 | | Cash – End of period | $578,637 | $1,050,904 | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) [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 formed to effectuate a business combination, primarily targeting the technology industry, having completed its IPO and private placement in March 2023, placing proceeds into a Trust Account for future acquisition, and facing going concern uncertainties due to liquidity issues and an extended deadline to June 30, 2024 - The company is a blank check company formed on November 12, 2021, for the purpose of effectuating a business combination, with an intent to focus on the technology industry[22](index=22&type=chunk)[23](index=23&type=chunk) - The Initial Public Offering (IPO) was consummated on March 31, 2023, generating gross proceeds of **$69,000,000** from 6,900,000 units[25](index=25&type=chunk) - Simultaneously, a private placement of 394,500 units generated **$3,945,000**, with **$70,380,000** from both offerings placed in a Trust Account[26](index=26&type=chunk)[28](index=28&type=chunk) - The deadline to complete a Business Combination was extended from March 31, 2024, to June 30, 2024, by a **$690,000** deposit from the Sponsor[36](index=36&type=chunk)[37](index=37&type=chunk) - Management has determined that mandatory liquidation, if a Business Combination is not consummated by June 30, 2024 (or September 30, 2024, if extended), and current liquidity issues raise substantial doubt about the company's ability to continue as a going concern[42](index=42&type=chunk) - Redemptions or repurchases after December 31, 2022, may be subject to a new U.S. federal **1%** excise tax under the Inflation Reduction Act of 2022, potentially reducing cash available for a Business Combination[43](index=43&type=chunk)[45](index=45&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's accounting policies, including its basis of presentation under GAAP for interim financial information, its status as an emerging growth company, and specific policies for cash, marketable securities in the Trust Account, offering costs, Class A redeemable stock classification, income taxes, net income per share, credit risk, fair value, derivative financial instruments, and stock-based compensation - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules[46](index=46&type=chunk) - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[48](index=48&type=chunk)[49](index=49&type=chunk) - Marketable securities held in the Trust Account, primarily U.S. Treasury Bills, are accounted for as trading securities at fair value[53](index=53&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity at redemption value, with changes recognized immediately[55](index=55&type=chunk) - As of March 31, 2024, the company reported a net deferred tax liability of **$68,348**, with a fully offset deferred tax asset by a valuation allowance[57](index=57&type=chunk) - Stock-based compensation is recognized at fair value on the grant date for equity-classified awards, amortized over the vesting period[67](index=67&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=18&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company completed its Initial Public Offering on March 31, 2023, selling 6,900,000 units at $10.00 per unit, each comprising one Class A common stock and one right to receive one-tenth of a Class A common stock - The Company sold **6,900,000 Units** in its Initial Public Offering on March 31, 2023, including the full exercise of the over-allotment option[71](index=71&type=chunk) - Each Unit was sold at **$10.00** and consisted of one share of Class A common stock and one right to receive one-tenth (1/10) of a Class A common stock[71](index=71&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Concurrently with the IPO, the Sponsor purchased 394,500 Placement Units at $10.00 each in a private placement, with a portion of the proceeds added to the Trust Account, and these units will expire worthless if a business combination is not completed within the specified period - The Sponsor purchased **394,500 Placement Units** at **$10.00** per unit, generating gross proceeds of **$3,945,000**[72](index=72&type=chunk) - A portion of these proceeds was added to the Trust Account, ensuring it holds **$10.20 per unit** sold[72](index=72&type=chunk) - The Placement Units will expire worthless if the Company does not complete a Business Combination within the Combination Period[72](index=72&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including the Sponsor's purchase and forfeiture of Founder Shares, stock-based compensation granted to officers and directors, and an unsecured promissory note from the Sponsor, which was amended to increase the maximum borrowing amount and had an outstanding balance of $1,011,585 as of March 31, 2024 - The Sponsor initially purchased **1,940,625 Founder Shares**, which were later adjusted to **1,724,999 Class A common stock** and **1 Class B common stock** after forfeiture[73](index=73&type=chunk) - Stock-based compensation of **$207,087** was recorded for **47,500 Class A common stock interests** granted to management and directors[74](index=74&type=chunk) - An unsecured, non-interest bearing promissory note from the Sponsor was amended to increase the maximum amount to **$1,090,000**, with **$1,011,585** outstanding as of March 31, 2024[78](index=78&type=chunk) - No amount was outstanding under Working Capital Loans from related parties as of March 31, 2024, though up to **$1,500,000** of such loans could be convertible into units[79](index=79&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This section outlines the company's commitments and contingencies, including registration rights for certain securities, a deferred underwriting fee of $2,070,000 payable upon a business combination, and an advisory agreement with LifeSci Capital LLC for 1.5% of total consideration in equity interests upon consummation of an initial business combination, plus expense reimbursements - Holders of Founder Shares, Placement Units, and Working Capital Loan units are entitled to registration rights[80](index=80&type=chunk) - Underwriters are entitled to a deferred fee of **$2,070,000**, payable from the Trust Account solely upon completion of a Business Combination[82](index=82&type=chunk) - An advisory agreement with LifeSci Capital LLC mandates a payment of **1.5%** of the total consideration of the initial business combination in equity interests, plus expense reimbursements up to **$50,000** (and excess upon consummation)[83](index=83&type=chunk)[86](index=86&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=21&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) This note details the company's capital structure, including authorized and outstanding shares of Preferred Stock, Class A Common Stock, and Class B Common Stock, along with their respective voting rights, and explains the conversion mechanism for Public Rights into Class A common stock upon a business combination - The company is authorized to issue **1,000,000 shares of Preferred Stock**, but none are issued or outstanding[87](index=87&type=chunk) - As of March 31, 2024, there were **2,119,499 shares of Class A common stock** issued and outstanding (excluding 6,900,000 shares subject to possible redemption)[88](index=88&type=chunk) - One share of Class B common stock is issued and outstanding, granting its holder the right to elect all directors prior to an initial business combination[89](index=89&type=chunk)[90](index=90&type=chunk) - Each Public Right will automatically convert into **one-tenth (1/10) of one share** of common stock upon consummation of a Business Combination[91](index=91&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=23&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) The company adheres to ASC 820 for fair value measurements, classifying assets and liabilities based on observable inputs, and as of March 31, 2024, assets in the Trust Account, primarily U.S. Treasury securities, are classified as Level 1 fair value assets - The company follows ASC 820 for fair value measurements, maximizing the use of observable inputs[93](index=93&type=chunk)[94](index=94&type=chunk) - As of March 31, 2024, assets in the Trust Account included **$691,158 in cash** and **$73,790,396 in U.S. Treasury securities**[95](index=95&type=chunk) | Description | Level | March 31, 2024 | December 31, 2023 | | :--------------------------------------- | :---- | :------------- | :---------------- | | Marketable securities held in Trust Account | 1 | $73,790,396 | $72,994,711 | [NOTE 9. SUBSEQUENT EVENTS](index=23&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) The company evaluated subsequent events and transactions through the financial statement issuance date and found no events requiring adjustment or disclosure - No subsequent events requiring adjustment or disclosure were identified after the balance sheet date through the issuance date of the unaudited condensed financial statements[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%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, covering its overview as a blank check company, results of operations (highlighting a shift to net income due to interest earnings), liquidity and capital resources (including the Trust Account and going concern risk), contractual obligations, critical accounting estimates, and the impact of recent accounting standards and the JOBS Act [Overview](index=24&type=section&id=Overview) Trailblazer Merger Corporation I is a blank check company seeking a business combination, primarily in the technology sector, outlining potential impacts of issuing additional shares or incurring significant debt during an acquisition, such as dilution and financial constraints, and expects to incur significant costs in its pursuit of a business combination - The company is a blank check company formed to effectuate a business combination, intending to focus on the technology industry[102](index=102&type=chunk) - Issuance of additional shares in connection with an initial business combination may significantly dilute equity interests and could cause a change in control[103](index=103&type=chunk) - Incurring significant debt could lead to default, acceleration of obligations, and limitations on financial flexibility[103](index=103&type=chunk)[104](index=104&type=chunk) - The company expects to continue incurring significant costs in pursuit of its initial business combination plans[105](index=105&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) The company has not generated operating revenues, focusing on organizational activities and identifying a business combination target, and generates non-operating income from interest on marketable securities in the trust account, reporting a net income of $372,368 for the three months ended March 31, 2024, a significant improvement from a net loss of $249,591 in the prior year period, primarily driven by interest income - The company has not engaged in operations or generated revenues, with activities focused on formation and identifying a target company[106](index=106&type=chunk) - Non-operating income is generated from interest on marketable securities held in the trust account[106](index=106&type=chunk) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $372,368 | $(249,591) | | Interest earned on Trust Account | $953,592 | $0 | | Operating costs | $388,331 | $53,004 | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily derived from its operating bank account and the Trust Account, which holds $70,380,000 from its IPO and private placement, with the deadline for a business combination extended to June 30, 2024, by a $690,000 payment from the Sponsor, and management has identified substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity and the uncertainty of completing a business combination by the mandatory liquidation date - As of March 31, 2024, the company had **$578,637** in its operating bank account for working capital needs[109](index=109&type=chunk) - A total of **$70,380,000** from the IPO and private placement was deposited into a trust account, generally unavailable until a business combination or liquidation[112](index=112&type=chunk) - The deadline to complete a business combination was extended from March 31, 2024, to June 30, 2024, by a **$690,000** deposit from the Sponsor, loaned via an unsecured promissory note[115](index=115&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - Management has determined that the company currently lacks the liquidity to sustain operations for a reasonable period and faces substantial doubt about its ability to continue as a going concern due to the mandatory liquidation date if a business combination is not completed[122](index=122&type=chunk) [Off-Balance Sheet Arrangements](index=29&type=section&id=Off-Balance%20Sheet%20Arrangements) As of March 31, 2024, Trailblazer Merger Corporation I had no off-balance sheet arrangements - The company did not have any off-balance sheet arrangements as of March 31, 2024[123](index=123&type=chunk) [Contractual Obligations](index=30&type=section&id=Contractual%20Obligations) This section details the company's contractual obligations, including an unsecured promissory note from the Sponsor with an outstanding balance of $1,011,585 as of March 31, 2024, registration rights for certain securities, a deferred underwriting fee of $2,070,000 payable upon a business combination, and an advisory agreement with LifeSci Capital LLC for 1.5% of total consideration in equity interests upon consummation of an initial business combination, plus expense reimbursements - An unsecured, non-interest bearing promissory note from the Sponsor had an outstanding balance of **$1,011,585** as of March 31, 2024, payable by September 30, 2024, or upon a business combination[124](index=124&type=chunk) - The company has registration rights agreements for Founder Shares, Placement Units, and any units from Working Capital Loans[125](index=125&type=chunk) - A deferred underwriting fee of **$2,070,000** is payable to underwriters from the Trust Account upon completion of an initial business combination[127](index=127&type=chunk) - An advisory agreement with LifeSci Capital LLC requires payment of **1.5%** of the total consideration of the initial business combination in equity interests, plus expense reimbursements[128](index=128&type=chunk)[132](index=132&type=chunk) [Critical Accounting Estimates](index=32&type=section&id=Critical%20Accounting%20Estimates) This section highlights critical accounting estimates that require significant management judgment, specifically stock-based compensation and derivative financial instruments, where stock-based compensation is valued using a Black-Scholes option pricing model, and Rights are valued based on market comparables - Stock-based compensation is valued at fair value on the grant date using a Black-Scholes option pricing model; **$207,087** was recorded for **47,500 Class A common stock interests**[135](index=135&type=chunk) - Derivative financial instruments, specifically Rights, are equity-classified and valued based on market comparables, using a median market price of **0.108**[136](index=136&type=chunk)[137](index=137&type=chunk) [Recent Accounting Standards](index=34&type=section&id=Recent%20Accounting%20Standards) The company discusses ASU 2023-09 (Income Taxes), effective for fiscal years beginning after December 15, 2024, which is not expected to have a material impact, and management does not believe any other recently issued, but not yet effective, accounting standards would materially affect its financial statements - ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," is effective for fiscal years beginning after December 15, 2024, and is not expected to have a material impact[138](index=138&type=chunk) - Management does not believe any other recently issued, but not yet effective, accounting standards would have a material effect on the company's financial statements[139](index=139&type=chunk) [JOBS Act](index=34&type=section&id=JOBS%20Act) As an "emerging growth company" under the JOBS Act, the company can delay adopting new accounting pronouncements to align with private company effective dates and may utilize reduced reporting requirements, such as exemptions from auditor's attestation reports on internal controls and certain executive compensation disclosures - 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[140](index=140&type=chunk) - The company may rely on reduced reporting requirements, including exemptions from auditor's attestation reports on internal controls and certain executive compensation disclosures[141](index=141&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, Trailblazer Merger Corporation I is exempt from providing quantitative and qualitative disclosures regarding market risk - As a smaller reporting company, the company is not required to make disclosures under this item[142](index=142&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the principal executive and financial officers, evaluated the effectiveness of disclosure controls and procedures as of March 31, 2024, concluding they were effective at a reasonable assurance level, and no material changes in internal control over financial reporting occurred during the quarter - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2024[144](index=144&type=chunk) - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[145](index=145&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) Trailblazer Merger Corporation I reported no legal proceedings - The company has no legal proceedings[147](index=147&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's final prospectus for its Initial Public Offering - No material changes to the risk factors disclosed in the final prospectus for the Initial Public Offering as of the date of this report[147](index=147&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company confirmed that there has been no material change in the planned use of proceeds from its Initial Public Offering and private placement - There has been no material change in the planned use of proceeds from the Initial Public Offering and private placement[148](index=148&type=chunk) [Item 3. Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Trailblazer Merger Corporation I reported no defaults upon senior securities - The company has no defaults upon senior securities[149](index=149&type=chunk) [Item 4. Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Trailblazer Merger Corporation I reported no mine safety disclosures - The company has no mine safety disclosures[149](index=149&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) Trailblazer Merger Corporation I reported no other information - The company has no other information to report[149](index=149&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including certifications from principal officers and various Inline XBRL taxonomy documents - Exhibits filed include certifications of Principal Executive Officer and Principal Financial Officer, along with Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[151](index=151&type=chunk) PART III. SIGNATURES [Signatures](index=37&type=section&id=Signatures) The report is signed by Arie Rabinowitz, Chief Executive Officer, and Scott Burell, Chief Financial Officer, on behalf of Trailblazer Merger Corporation I, dated May 15, 2024 - The report was signed by Arie Rabinowitz, Chief Executive Officer, and Scott Burell, Chief Financial Officer[156](index=156&type=chunk) - The signing date for the report was May 15, 2024[156](index=156&type=chunk)

Financial Performance - For the year ended December 31, 2023, the company reported a net income of $1,347,254, which includes interest earned on marketable securities of $2,606,031 and an unrealized gain of $8,832[75]. - The company incurred operating costs of $543,536 and stock-based compensation expenses of $207,087 for the year ended December 31, 2023[75]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its Business Combination[74]. IPO and Capital Raising - The company completed its IPO on March 31, 2023, raising gross proceeds of $69,000,000 from the issuance of 6,900,000 units at $10.00 per unit[77]. - As of March 31, 2023, a total of $70,380,000 from the IPO and Private Placement was deposited in a trust account for the benefit of public stockholders[79]. - The company intends to use substantially all funds in the trust account to complete its Business Combination[80]. - The company may need to raise additional capital through loans or investments to meet working capital needs[83]. Trust Account Management - The Trust Account will be managed by Continental Stock Transfer & Trust Company, investing in U.S. government securities or money market funds, with no interest earned while funds are uninvested[94]. - The company has a promissory note with the Sponsor allowing borrowing up to $400,000, with $321,585 outstanding as of December 31, 2023[85]. Underwriting and Costs - The underwriters of the IPO received a cash underwriting discount of $1,035,000 and deferred commissions of $2,070,000, payable upon completion of a business combination[88]. - The company agreed to reimburse underwriters for documented costs up to $50,000, with additional reimbursements for expenses exceeding this amount upon transaction completion[93]. Accounting and Reporting Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not materially impact financial statements[99]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing for delayed compliance with certain accounting standards[102]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from various disclosures for five years post-IPO[103]. - The company does not anticipate any material impact from recently issued accounting standards that are not yet effective[101]. - As a smaller reporting company, the company is not required to make disclosures under Item 7A regarding market risk[105]. Stock and Equity Instruments - Stock-based compensation expenses are recorded at fair value, with 47,500 Class A common stock valued at $207,087 or $4.36 per share as of March 28, 2023[96]. - Rights were classified as equity instruments, with a fair value of 0.108 based on market comparables for Special Purpose Acquisition Companies[98]. Market Value - The market value of publicly traded common stock will be determined by the greater of $10.00 per share or the dollar volume-weighted average price (VWAP) for the first five trading days post-transaction[92].

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $522,948, consisting of $834,276 in interest earned on marketable securities and an unrealized gain of $60,048, offset by operating costs of $194,068 and income tax provision of $177,308 [101]. - For the nine months ended September 30, 2023, the company had a net income of $664,229, which includes $1,632,278 in interest earned on marketable securities, offset by operating costs of $432,659, income tax provision of $306,725, stock-based compensation expense of $207,087, and an unrealized loss of $21,578 [102]. Cash and Securities - As of September 30, 2023, the company had cash and marketable securities held in the Trust Account totaling $71,990,700 [106]. - Cash used in operating activities for the nine months ended September 30, 2023, was $407,328, with net income of $664,229 adjusted for interest earned and other expenses [105]. Initial Public Offering - The company completed its Initial Public Offering on March 31, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units at $10.00 per Unit, along with an additional $3,945,000 from the sale of 394,500 Placement Units [104]. Business Strategy and Concerns - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies [107]. - The company may need to raise additional capital through loans or investments to meet working capital needs, which raises substantial doubt about its ability to continue as a going concern beyond March 31, 2024 [110]. Debt and Financial Arrangements - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023 [111][112]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only upon the completion of a Business Combination [113]. Accounting Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [118].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $390,872, driven by interest earned on marketable securities of $798,002, offset by operating costs of $185,587 and taxes of $139,917 [102]. - For the six months ended June 30, 2023, the company had a net income of $141,281, with total interest income of $798,002 and total operating costs of $238,591 [103]. - Cash used in operating activities for the six months ended June 30, 2023, was $351,338, influenced by interest income and stock-based compensation expenses [106]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [101]. Assets and Securities - As of June 30, 2023, the company held cash and marketable securities in the Trust Account amounting to $71,096,376 [108]. - The company completed its Initial Public Offering on March 31, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units at $10.00 per Unit [105]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023 [113][114]. - The deferred fee to underwriters amounts to $2,070,000, payable only upon the completion of a Business Combination [115]. Future Plans and Concerns - The company intends to utilize funds in the Trust Account primarily for completing a Business Combination and for working capital of the target business [109]. - The company may need to raise additional capital through loans or investments to meet working capital needs, which raises concerns about its ability to continue as a going concern [112].

Financial Position - As of March 31, 2023, the company had cash held in the Trust Account amounting to $70,380,000[110] - As of March 31, 2023, the company had cash of $1,050,904 held outside the Trust Account for operational purposes[112] - The company has no long-term debt or capital lease obligations as of March 31, 2023[116] Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $249,591, which included operating costs of $53,004 and compensation expense of $207,087[107] - Cash used in operating activities for the three months ended March 31, 2023, was $35,439, with changes in operating assets and liabilities providing $17,565 of cash[110] Capital Raising and Use of Funds - The company completed its Initial Public Offering of 6,900,000 Units at $10.00 per Unit, generating gross proceeds of $69,000,000[109] - The company intends to use substantially all funds in the Trust Account to complete its Business Combination[111] - The company may need to raise additional capital through loans or investments to meet working capital needs[114] Business Combination and Costs - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the company completes a Business Combination[118] - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of its Business Combination[105]