Merger and Acquisition Details - The merger agreement with Cyabra Strategy Ltd. was entered into on July 22, 2024, and includes provisions for Trailblazer to merge with Holdings, which will be renamed "Cyabra, Inc."[99] - The base purchase price for the merger was amended from $70 million to $106 million[111] - The total committed PIPE financing has been increased to $8 million, including a $6 million initial investment and an additional $2 million from new investors[112] - Upon the closing of the business combination, Cyabra shareholders may receive up to 3 million earnout shares based on the achievement of certain price targets of Holdings Common Stock[103] - The merger agreement includes provisions for the conversion of Cyabra's ordinary and preferred shares into Holdings Common Stock at the effective time of the acquisition merger[102] Financial Performance and Position - As of December 31, 2025, the Company recorded a net loss of $8,290,147, which includes general and administrative expenses of $2,564,563 and a loss on debt extinguishment of $6,222,973[128] - The Company had a total of $85,353 in its operating bank account and $121,181 in restricted cash available for tax obligations as of December 31, 2025[130] - The Company recorded an extinguishment loss of $6,222,973 for the year ended December 31, 2025, reflecting the difference between the carrying amount and fair value of the promissory note[126] - The Company incurred a loss on change in fair value of the promissory note and forward settlement provision amounting to $217,470 for the year ended December 31, 2025[128] - The Company currently lacks the liquidity to sustain operations for at least one year, raising concerns about its ability to continue as a going concern[153] Business Combination and Redemption Activities - 4,520,384 shares were tendered for redemption, resulting in approximately $49.77 million being withdrawn from the Trust Account to pay redeeming holders[115] - A total of 2,046,800 shares were tendered for redemption, resulting in $23,950,427 being withdrawn from the Trust Account at a redemption price of approximately $11.70 per share[117] - A total of 2,046,800 shares were redeemed at a price of approximately $11.70 per share, resulting in a withdrawal of $23,950,427 from the Trust Account[139] - The Sponsor deposited a total of $2,414,384 into the Company's Trust Account to extend the date for consummating a business combination to December 31, 2025[118] - The Company intends to use funds in the Trust Account primarily for completing a Business Combination and financing operations of the target business[150] Deadlines and Extensions - The company has extended the deadline to complete a business combination multiple times, with the latest extension pushing the deadline to September 30, 2025[114] - The Company has extended the Termination Date for business combinations to March 30, 2026, with monthly extensions costing $0.035 per outstanding share of Public Stock[138] - The Company has the option to extend the deadline for consummating a business combination up to six times, each for an additional month, until March 30, 2026[174] Initial Public Offering (IPO) and Financing - 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[131] - The Company has raised $6 million through convertible promissory notes to support Cyabra prior to the merger[106] - The maximum amount available under the promissory note was increased to $4,580,000 as of November 24, 2025[124] - The underwriters received a cash underwriting discount of $0.15 per Unit, totaling $1,035,000, with an additional deferred commission of $2,070,000 payable upon completion of a business combination[164] Advisory and Compliance - The Company agreed to pay LifeSci Capital LLC an advisory fee of 1.5% of the total consideration paid in connection with the initial business combination[166] - The Company entered into an amendment to the advisory agreement with LifeSci on October 28, 2025, waiving its advisory fee[169] - The Company will reimburse underwriters for documented costs up to $50,000, with any excess reimbursed upon the consummation of the initial business combination[169] - The Company adopted ASU 2023-09 on January 1, 2025, which did not have a material effect on its financial statements[180] - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting standards based on the effective date for private companies[182] Financial Instruments and Valuation - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[177] - The Convertible Forward Settlement Contract has a fair value of $11,007,174 as of December 31, 2025[148] - As of December 31, 2025, the fair value of the Convertible Forward Settlement Contract was $11,007,174[161] - The issuance of additional shares in connection with the business combination may significantly dilute existing investors' equity interests[97] - The Company has no off-balance sheet arrangements as of December 31, 2025[154]
Trailblazer Merger I(TBMC) - 2025 Q4 - Annual Report