United States securities and exchange commission logo





                              July 28, 2022

       Arie Rabinowitz
       Chief Executive Officer
       Trailblazer Merger Corporation I
       510 Madison Avenue
       Suite 1401
       New York, NY 10022

                                                        Re: Trailblazer Merger
Corporation I
                                                            Registration
Statement on Form S-1
                                                            Filed June 30, 2022
                                                            File No. 333-265914

       Dear Mr. Rabinowitz:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed June 30, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
                                                        Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
                                                        as a result, the pool
of potential targets with which you could complete an initial business
                                                        combination may be
limited. Further, disclose that the time necessary for government
 Arie Rabinowitz
Trailblazer Merger Corporation I
July 28, 2022
Page 2
         review of the transaction or a decision to prohibit the transaction
could prevent you from
         completing an initial business combination and require you to
liquidate. Disclose the
         consequences of liquidation to investors, such as the losses of the
investment opportunity
         in a target company, any price appreciation in the combined company,
and the warrants,
         which would expire worthless.
2.       Please reconcile your disclosure regarding the exercise period of the
warrants. In this
         regard, we note your statement on page 11 and pages 137-138 that the
warrants will
         become exercisable 30 days after the completion of your initial
business combination.
         However, you also state on page 11 that the warrants will become
exercisable on the later
         of 30 days after the completion of your initial business combination
and the date that is 12
         months from the date of the closing of the offering.
3.       Please reconcile your disclosure regarding the affirmative vote
required if you seek
         stockholder approval of your initial business combination. As a
non-exclusive example
         only, we note your page 15 disclosure that in the event all shares of
your outstanding
         common stock are voted, you would need 421,876 or 6.25% of the
6,750,000 public
         shares sold in the offering to be voted in favor of an initial
business combination in order
         to have it approved. However, it appears that this amount represents
the affirmative vote
         required in the event only the minimum number of shares representing a
quorum are
         voted.
4.       Please reconcile your disclosure regarding the approval percentage
required to amend the
         provisions of your amended and restated certificate of incorporation
related to pre-
         business combination activity and the corresponding provisions of the
trust agreement. As
         a non-exclusive example only, we note your page 25 disclosure that
such provisions may
         be amended if approved by holders of at least 50% of your common stock
entitled to vote
         thereon. However, your page 53 disclosure states that such provisions
may be amended if
         approved by holders of at least 65% of your common stock entitled to
vote thereon.
5.       We note your disclosure that your sponsor, initial stockholders,
directors, officers, or their
         affiliates may purchase public shares from public stockholders for the
purpose of voting
         those shares in favor of a proposed business combination, thereby
increasing the
         likelihood of the completion of the business combination. Please
explain how such
         purchases would comply with the requirements of Rule 14e-5 under the
Exchange Act.
         Refer to Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation
         166.01 for guidance.
The Offering
Placement
FirstName warrants, page 17
          LastNameArie   Rabinowitz
Comapany
6.          NameTrailblazer
       Please                   Merger to
               revise your disclosure   Corporation
                                            clarify thatI holders of the
placement warrants will
July 28,be2022
           entitled
                Pageto2registration rights.
FirstName LastName
 Arie Rabinowitz
FirstName
Trailblazer LastNameArie Rabinowitz
            Merger Corporation I
Comapany
July        NameTrailblazer Merger Corporation I
     28, 2022
July 28,
Page  3 2022 Page 3
FirstName LastName
We may issue our shares to investors in connection with our initial business
combination at a
price that is less than the prevailing market, page 37

7.       We note the risk factor on page 37 that your potential PIPE
transactions are meant
         to enable you to provide sufficient liquidity to the post-business
combination entity.
         Clearly disclose their impact to you and investors, including that the
arrangements result
         in costs particular to the de-SPAC process that would not be
anticipated in a traditional
         IPO. If true, disclose that the agreements are intended to ensure a
return on investment to
         the investor in return for funds facilitating the sponsor   s
completion of the business
         combination or providing sufficient liquidity.
Management
Conflicts of Interest, page 123

8.       Please revise the conflicts of interest table on page 124 to include
Mr. Hammer's fiduciary
         duties or contractual obligations to Gratitude Railroad LLC.
Material U.S. Federal Income Tax Considerations
Characterization of the New Units, page 149

9.       We note your disclosure that if the Class 2 redeemable warrants are
treated as outstanding
         at the time of issuance of the units, then the acquisition of a new
unit should be treated as
         the acquisition of one share of Class A common stock, one right, and
one Class 2
         redeemable warrant. However, we understand that each new unit will
consist of one share
         of Class A common stock and one Class 2 warrant. Please revise as
appropriate.
Exhibits

10.      Please revise the filing fee table to include the shares of Class A
common stock
         underlying the warrants. In this regard, we note your pages 137-138
disclosure that you
         "are registering the shares of Class A common stock issuable upon
exercise of the
         warrants in the registration statement of which this prospectus forms
a part because the
         warrants will become exercisable 30 days after the completion of our
initial business
         combination, which may be within one year of this offering."
11.      Please revise the filing fee table to include the new units, which
appear to be securities
         distinct from the original units, Class A common stock, redeemable
warrants, and rights.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Arie Rabinowitz
Trailblazer Merger Corporation I
July 28, 2022
Page 4

       You may contact William Demarest at 202-551-3432 or Wilson Lee at
202-551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any
other
questions.



                                                          Sincerely,
FirstName LastNameArie Rabinowitz
                                                          Division of
Corporation Finance
Comapany NameTrailblazer Merger Corporation I
                                                          Office of Real Estate
& Construction
July 28, 2022 Page 4
cc:       Alexandria Kane
FirstName LastName