Merger Agreement and Business Combination - Trailblazer Merger Corporation I entered into a merger agreement with Cyabra Strategy Ltd. on July 22, 2024, with the business combination expected to close by September 30, 2025[144][152] - The merger agreement includes a provision for up to 3,000,000 shares of Holdings Common Stock to be issued as Earnout Shares based on the achievement of certain price targets post-closing[148] - The company plans to raise at least $6,000,000 through a private placement of Holdings Common Stock concurrent with the business combination[150] - Upon the closing of the business combination, Holdings will change its name to "Cyabra, Inc." and is expected to list on Nasdaq[152] - Each Cyabra ordinary share will convert into Holdings Common Stock based on a Conversion Ratio determined by the Aggregate Merger Consideration[147] - The business combination involves a two-step merger process, with Trailblazer merging into Holdings and Merger Sub merging into Cyabra[145] - The merger agreement allows for the issuance of additional shares, which may significantly dilute existing investors' equity interests[142] Financial Performance and Losses - For the three months ended September 30, 2025, the company reported a net loss of $3,693,011, which included general and administrative expenses of $563,783 and a loss on debt extinguishment of $6,222,973[168] - For the nine months ended September 30, 2025, the company had a net loss of $4,384,093, with general and administrative expenses totaling $1,675,074[169] - The company recorded a loss on extinguishment of the promissory note amounting to $6,222,973, which was presented in the condensed consolidated statements of operations[159] - The company currently lacks the liquidity needed to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[191] Trust Account and Promissory Notes - The Sponsor has deposited a total of $2,379,439 into the Trust Account to extend the deadline for completing the business combination to September 30, 2025[154] - The maximum amount available under a non-interest bearing unsecured promissory note issued to the Sponsor has been increased to $3,530,000 as of February 21, 2025[157] - As of September 30, 2025, the outstanding principal balance of the promissory note was $0, down from $2,529,445 as of December 31, 2024[194] - The company intends to use substantially all funds held in the trust account to complete its business combination[188] - A total of 2,046,800 shares were tendered for redemption, resulting in a withdrawal of $23,950,427 from the trust account[187] - On October 22, 2025, the company withdrew $23,950,427 from the trust account to pay redeeming holders, with approximately $11.70 redemption price per share for 2,046,800 shares[166] Stockholder Approvals and Extensions - As of September 29, 2025, stockholders approved an extension of the termination date for the business combination to March 30, 2026[186] - The company has extended the completion window for the business combination multiple times, with the latest extension approved on June 25, 2024[153] - The investment management trust agreement was amended to allow the company to extend the deadline for consummating a business combination up to six times, each for an additional month, until March 30, 2026[212] Accounting and Reporting Standards - The company has not yet adopted ASU 2023-09, which requires expanded disclosures of income taxes paid, effective for fiscal years beginning after December 15, 2024[219] - The company adopted ASU 2023-07 on January 1, 2024, which requires additional disclosures on segment expenses, with no material effect on financial statements[220] - The company adopted ASU 2016-13 on January 1, 2023, and is delaying the adoption of other new or revised accounting standards[222] - As an "emerging growth company," the company may not be required to provide an auditor's attestation report on internal controls over financial reporting for five years following its Initial Public Offering[223] - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[223] Other Financial Information - The company generated gross proceeds of $69,000,000 from the IPO of 6,900,000 units sold at $10.00 per unit[173] - The fair value of financial instruments is evaluated based on observable and unobservable inputs, with a hierarchy established for classification[217] - The estimated deSPAC stock price decreased from $5.76 on July 29, 2025, to $3.36 on September 30, 2025, with an implied probability of a successful initial business combination increasing from 70.0% to 74.4% during the same period[218] - The company recognized a gain on change in fair value of the promissory note of $2,856,375 during the three and nine months ended September 30, 2025[196] - The maturity date of the promissory note was amended to be the later of September 15, 2025, or the closing of the company's initial business combination[195] - The company will reimburse underwriters for documented costs up to $50,000, with any excess reimbursed upon the consummation of the initial business combination[205] - The underwriters received a cash underwriting discount of $0.15 per Unit, totaling $1,035,000, with an additional deferred underwriting commission of $2,070,000 payable upon completion of a business combination[200]
Trailblazer Merger I(TBMC) - 2025 Q3 - Quarterly Report