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Trailblazer Merger I(TBMC) - 2025 Q2 - Quarterly Report

Part I. Financial Information Item 1. Interim Financial Statements 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 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 | $2,529,445 | Condensed Consolidated Statements of Operations The Condensed Consolidated Statements of Operations show a shift from net income in 2024 to a net loss in 2025, driven by reduced interest income and higher administrative expenses | Metric | 3 Months Ended June 30, 2025 ($) | 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 | $1,930,770 | Condensed Consolidated Statements of Changes in Stockholders' Deficit This statement illustrates a substantial increase in stockholders' deficit for the six months ended June 30, 2025, primarily due to net losses and remeasurement adjustments | Metric | December 31, 2024 ($) | 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) | | | $(1,437,975) | Condensed Consolidated Statements of Cash Flows The Condensed Consolidated Statements of Cash Flows detail increased cash used in operating activities and decreased cash provided by financing activities in the first six months of 2025 | Metric | 6 Months Ended June 30, 2025 ($) | 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) 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 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 Account2022 - 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.'2194 - 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)43168 - 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 $57,317 for the three and six months ended June 30, 2025444748 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the key accounting principles applied in the financial statements, including the basis of presentation under GAAP for interim reporting, the company's status as an emerging growth company, and specific policies for cash, marketable securities, redeemable stock, income taxes, and earnings per share calculations - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted as permitted by SEC rules for interim reporting49 - The Company is an 'emerging growth company' under the JOBS Act and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may make comparisons with other public companies difficult5253 - Class A Public Shares subject to redemption are classified outside of permanent equity and are adjusted to their redemption value at each reporting period, as the redemption provisions are not solely within the Company's control60 Class A Common Stock Subject to Possible Redemption Reconciliation | Item | Amount (June 30, 2025) ($) | 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