Annuncio • Mar 28
Cyabra Strategy Ltd. completed the acquisition of Trailblazer Merger Corporation I (NasdaqGM:TBMC) from a group of shareholders in a reverse merger transaction.
Cyabra Strategy Ltd. entered into an letter of intent to acquire Trailblazer Merger Corporation I (NasdaqGM:TBMC) from a group of shareholders in a reverse merger transaction on February 26, 2024. Cyabra Strategy Ltd. entered into an agreement to acquire Trailblazer Merger Corporation I from a group of shareholders in a reverse merger transaction for approximately $150 million on July 22, 2024. The aggregate merger consideration to be received by the Company shareholders is 10,600,000 shares of Parent Common Stock, calculated by dividing (a) $70,000,000 by (b) $10.00 (the “ Aggregate Merger Consideration ”). Each share of Company Ordinary Shares issued and outstanding immediately prior to the Effective Time shall, in accordance with the Company’s Amended and Restated Articles of Association, be converted into the right to receive a number of shares of Parent Common Stock equal to the Conversion Ratio. The “ Conversion Ratio ” is the ratio (rounded down to four decimal places), equal to the quotient obtained by dividing (a) 7,000,000 shares of Parent Common Stock constituting the Aggregate Merger Consideration by (b) the Company’s outstanding shares, on a fully-diluted basis. Upon closing, Resulting Issuer will trade as Cyabra, Inc. being publicly listed on the NASDAQ. The transaction values Cyabra at a total enterprise value of $70 Million at signing. From and after the period commencing on the six month anniversary of the Closing until December 31, 2025, (the “First Calculation Period”), in the event that over any 20 consecutive Trading Days within any 30-Trading Day period during the First Calculation Period the daily VWAP of the shares of Parent Common Stock is greater than or equal to $15.00 per share (the “First Earnout Event”), promptly after the occurrence of the First Earnout Event, the persons that were Company Securityholders immediately prior to the Effective Time (the “Earnout Securityholders”) shall be entitled to receive their pro rata portion of one third of 3,000,000 shares of Parent Common Stock (the “Incentive Merger Consideration”) as additional consideration for the Merger. In connection with the Merger, Parent will be renamed to Cyabra, Inc.
The proposed transaction is subject to the approval of Trailblazer and Cyabra stockholders and the satisfaction or waiver of other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission. The Closing is subject to certain customary conditions, including, among other things: (a) no law or order shall restrain or prohibit the Merger; (b) any applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated ;the shares comprising the Aggregate Merger Consideration being conditionally approved for listing on The Nasdaq Stock Market LLC; at least fifty (50) days shall have elapsed after the filing of the Merger Proposal with the Israeli Registrar of Companies and at least thirty (30) days shall have elapsed after the Company Shareholder Approval; the Company shall have delivered to Parent a certificate pursuant to the Treasury Regulations and a notice to be delivered to the IRS as required under the Treasury Regulations; (i) the Company shall have obtained each required Company Consent; (j) an exemption from filing an Israeli prospectus with the Israeli Securities Authority shall have been obtained; the size and composition of the post-Closing Parent Board of Directors shall have been appointed as set forth in the Merger Agreement; (l) the PIPE Investment shall have been consummated; the financing of the 2024 Convertible Notes shall have been consummated and (n) the Tax Rulings (or Interim Tax Rulings) shall have been obtained. Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing of the Merger. The transaction has been unanimously approved by each of Trailblazer’s and Cyabra’s Board of Directors. As of November 29, 2024, the transaction is expected to close from November 30, 2024 to December 31, 2024. The transaction is expected to close in the first quarter of 2025. As of February 5, 2025, the transaction is expected to close from January 31, 2025 to February 28, 2025. As of April 2, 2025, the transaction is expected to close from March 31, 2025 to April 30, 2025. As of May 30, 2025 transaction has to complete its initial business combination by September 30, 2025. As of July 1, 2025 consummate its initial business combination from June 30, 2025 to July 31, 2025. As of October 7, 2025, the consummation of the business combination was extended to October 31, 2025. As of November 5, 2025, the consummation of the business combination was extended from October 31, 2025 to November 30, 2025. As of November 28, 2025, the consummation of the business combination was extended from November 30, 2025 to December 31, 2025. As of January 13, 2026, Cyabra filed the registration document. As of February 4, 2026, Trailblazer has funded the extension that had previously been approved by the Board by depositing $11,648.56 into the Trust Account, thereby extending the time available to the Company to consummate its initial business combination from January 31, 2026 to February 28, 2026. As of February 24, 2026, the transaction has been approved by the shareholders of Trailblazer.
LifeSci Capital acted as financial advisor and Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal advisor to Trailblazer Merger Corporation I. Annie Nazarian Davydov, Dotan Barnea, Lauren E. Vanderdrift, Brian A. Silikovitz and Andrew E. Graw of Lowenstein Sandler LLP and Chen Manzur, Shany Ben Galim, Arthur Brusilov, Perry Wildes, Shay Fahima, Josef J. Sternthal, Evan Schendler and Ella Tevet of Goldfarb, Gross, Seligman & Co. acted as legal advisors to Cyabra. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Trailblazer. Advantage Proxy, Inc. acted as information agent to Trailblazer Merger Corporation. Trailblazer has agreed to pay Advantage Proxy a fee of $12,500 plus disbursements. ROTH Capital Partners, LLC acted as financial advisor and fairness opinion provider to TBMC and will receive a fee of $150,000 upon rendering this opinion. The Depository Trust Company acted as a depository bank to Trailblazer Merger Corporation. Ladenburg acted as financial advisor to Cyabra and was paid a fee of $1,050,000. LifeSci was paid a fee of $1,050,000.
Cyabra Strategy Ltd. completed the acquisition of Trailblazer Merger Corporation I (NasdaqGM:TBMC) from a group of shareholders in a reverse merger transaction on March 27, 2026. The combined company will operate as Cyabra, Inc. Cyabra’s common stock is expected to begin trading on Nasdaq under the ticker symbol CYAB on March 27, 2026.