As filed with the U.S. Securities and Exchange Commission on November 12, 2024

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

Trailblazer Holdings, Inc.
(Exact name of registrant as specified in its charter)

For Co-Registrants, see “Table of Co-Registrants” on the following page.

____________________

Delaware		6770		87-3710376
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No. )

____________________

510 Madison Avenue, Suite 1401
New York, NY 10022
Telephone: (212) 586-8224
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

____________________

Arie Rabinowitz
Chief Executive Officer
510 Madison Avenue, Suite 1401
New York, NY 10022
Telephone: (212) 586-8224
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

Mitchell S. Nussbaum, Esq.
Alexandria Kane, Esq.
Loeb & Loeb LLP

345 Park Avenue
New York, NY 10154
(212) 407-4000

Dotan Barnea, Esq.

John D. Hogoboom, Esq.

Tracy F. Buffer, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

(212) 262-6700

____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in its Charter(1)(2)		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Cyabra Strategy Ltd.		Israel		7372		N/A

____________

(1) The Co-Registrant has the following principal executive office:

Cyabra Strategy Ltd.
13 Gershon Shatz
Tel Aviv 6997543
Israel

(2) The agent for service for the Co-Registrant is: Dan Brahmy

Chief Executive Officer
Cyabra Strategy Ltd.
1411 Broadway, 16th floor
New York, NY 10018

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The information in this proxy statement/prospectus is not complete and may be amended. These securities may not be sold nor may offers to buy be accepted until the registration statement filed with the Securities and Exchange Commission becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2024

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

PROXY STATEMENT FOR SPECIAL MEETING OF TRAILBLAZER MERGER CORPORATION I
AND

PROSPECTUS FOR

TRAILBLAZER HOLDINGS, INC.

On July 22, 2024, Trailblazer Merger Corporation I (“Trailblazer” or “Acquiror”), a Delaware corporation, entered into a merger agreement, by and among Trailblazer, Trailblazer Merger Sub, Ltd., an Israeli company and a direct, wholly owned subsidiary of Trailblazer (“Merger Sub”), Trailblazer Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Trailblazer (“Holdings”), and Cyabra Strategy Ltd., a private company organized in Israel (“Cyabra”) (as amended on November 11, 2024 and as it may be further amended and/or restated from time to time, the “Merger Agreement”).

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (a) Trailblazer shall merge with and into Holdings and Holdings shall be the survivor of such merger (the “Parent Merger” and all references to Trailblazer subsequent to the Parent Merger shall be intended to refer to Holdings as the survivor of the Parent Merger) and (b) Merger Sub shall merge with and into Cyabra, with Cyabra being the surviving entity (the “Acquisition Merger” and, together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the “Business Combination”), following which Merger Sub will cease to exist and Cyabra will become a wholly owned subsidiary of Holdings (the “Surviving Corporation”). In connection with the Business Combination, Holdings (at such stage, referred to herein as the “Combined Company”) will be renamed “Cyabra, Inc.”

At the effective time of the Parent Merger, (i) each then issued and outstanding share of Trailblazer Class A Common Stock, par value $0.0001 per share (the “Trailblazer Class A Common Stock”), shall convert automatically into one share of common stock of Holdings, $0.0001 par value per share (the “Holdings Common Stock”) and (ii) each then issued and outstanding right to acquire one tenth of one share of Trailblazer Class A Common Stock upon the consummation of an initial business combination (a “Trailblazer Right” or “Right”), shall convert automatically into one right to acquire one tenth of one share of Holdings Common Stock. The one share of Trailblazer Class B Common Stock issued and outstanding will automatically be canceled at the time of the Parent Merger.

At the effective time of the Acquisition Merger (the “Effective Time”), (i) each Cyabra ordinary share, NIS 0.01 par value per share (the “Cyabra Ordinary Shares”) issued and outstanding immediately prior to the Effective Time, in accordance with Cyabra’s Amended and Restated Articles of Association (the “Articles of Association”), shall be converted into the right to receive a number of shares of Holdings Common Stock equal to the quotient obtained by dividing (a) the Aggregate Merger Consideration by Cyabra’s outstanding shares, on a fully-diluted basis (the “Conversion Ratio”), (ii) each Cyabra Preferred Share issued and outstanding immediately prior to the Effective Time (other than the Series B Preferred Shares of Cyabra issued to the holders of the 2024 Convertible Notes which may, at the election of such holder, instead convert into the right to receive shares of Holdings Preferred Stock) shall be converted into the right to receive a number of shares of Holdings Common Stock equal to (A) the Conversion Ratio multiplied by (B) the number of Cyabra Ordinary Shares issuable upon conversion of such Cyabra preferred shares as of immediately prior to the Effective Time, (iii) each Cyabra Option shall be exchanged for an equivalent award under the Cyabra, Inc. 2024 Omnibus Equity Incentive Plan, as set forth in the Merger Agreement, (iv) each Cyabra Convertible Note shall be (A) treated in accordance with the terms of the relevant agreements governing such Cyabra Convertible Notes and (B) converted into Cyabra Preferred Shares or Cyabra Ordinary Shares, as applicable and (iii) each Cyabra Warrant shall be treated in accordance with the terms of the relevant agreements governing such Cyabra Warrants, provided that any Cyabra Warrants not so converted shall be assumed by Holdings.

In addition to the base merger consideration, Cyabra shareholders and holders of Cyabra Options may also receive up to an aggregate of 3,000,000 shares of Holdings Common Stock in three equal installments (the “Earnout Shares”). The Earnout Shares will be issued to Cyabra shareholders and holders of Cyabra Options upon occurrence of certain triggering events (based on the achievement of certain price targets of Holdings Common Stock following the closing of the Business Combination (the “Closing”).

Pursuant to the Merger Agreement, upon the closing of the Business Combination, the Cyabra Key Employees (as defined below) will receive 400,000 shares of Holdings Common Stock in the aggregate pursuant to the 2024 Plan (as defined below).

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In addition, the Merger Agreement provides that Trailblazer will enter into subscription agreements with certain investors providing for aggregate investments in the amount of no less than $6,000,000 in Holdings Common Stock in a private placement that will close concurrently with the closing of the Business Combination (the “PIPE Investment”). Notwithstanding the foregoing, in the event that in excess of $3,500,000 remains in the Trust Account (defined below) after redemption of the Trailblazer Common Stock in connection with the Business Combination, the PIPE Investment shall be reduced by the amount by which the Trust Account exceeds $3,500,000.

Contemporaneously with the execution of, and as a condition and an inducement to Trailblazer and Cyabra, entering into the Merger Agreement, Alpha Capital Anstalt, a Liechtenstein Anstalt (“Alpha”), an affiliate of Trailblazer Sponsor Group, LLC, a Delaware limited liability corporation (the “Sponsor”), provided Cyabra with a loan in an aggregate amount of $3,000,000 in the form of convertible promissory notes (collectively, the “2024 Convertible Notes”). Cyabra subsequently raised an additional $3,000,000 (for a total of $6,000,000) from additional purchasers pursuant to the terms of the 2024 Convertible Notes.

Upon the closing of the Business Combination, subject to approval by Trailblazer’s stockholders and other customary closing conditions, Holdings will change its name to “Cyabra, Inc.” and is expected to list on The Nasdaq Stock Market, LLC (“Nasdaq”).

After careful consideration of the terms and conditions of the Merger Agreement, the board of directors of Trailblazer (the “Trailblazer Board”) has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Trailblazer and its stockholders. Roth Capital Partners, LLC has provided the Trailblazer Board with a fairness opinion which concluded that, as of the date of its opinion, and based on and subject to the assumptions, qualifications and other matters set forth therein, the Base Purchase Price (as defined in the opinion) to be paid by Trailblazer in the Business Combination is fair, from a financial point of view, to Trailblazer’s public shareholders. Trailblazer will hold a special meeting of stockholders in connection with the proposed Business Combination, which is referred to as the “Special Meeting.” The Trailblazer Board unanimously recommends that Trailblazer stockholders vote “FOR” each of the proposals to be considered at the Special Meeting.

Trailblazer is a blank check company formed for the sole purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, and Merger Sub is a wholly owned subsidiary of Trailblazer. At the Special Meeting, Trailblazer stockholders will be asked to consider and vote upon the following proposals (the “Proposals”):

Proposal 1. The Merger Proposal — to consider and vote on a proposal to adopt and approve the Merger Agreement, including the transactions contemplated thereby, including the Parent Merger and the Acquisition Merger. A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety.

Proposal 2. The Charter Amendment Proposal — to consider and vote on a proposal to adopt the proposed amended and restated certificate of incorporation of the Combined Company (the “Proposed Certificate of Incorporation”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Charter Amendment Proposal”).

Proposal 3. The Governance Proposal — to consider and vote, on a non-binding advisory basis, on nine separate governance proposals relating to the following provisions in the Proposed Certificate of Incorporation and the proposed amended and restated bylaws of the Combined Company (the “Proposed Bylaws”) in the form attached hereto as Annex C (collectively the “Governance Proposal”):

Proposal 3A — to change the name of Holdings to “Cyabra, Inc.”;

Proposal 3B — to increase the number of authorized shares of capital stock by 54,000,000 shares, to an aggregate of 160,000,000 shares, consisting of 150,000,000 shares of common stock and 10,000,000 shares of preferred stock;

Proposal 3C — to remove provisions that relate to the operation of Trailblazer as a special purpose acquisition corporation prior to the consummation of its initial business combination;

Proposal 3D — to amend the voting threshold for certain charter amendments;

Proposal 3E — to amend the voting threshold for any bylaws amendments;

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Proposal 3F — to remove the liquidation provision and retain the default of perpetual existence under the DGCL;

Proposal 3G — to provide that any action taken by stockholders must be effected at an annual or special meeting of the stockholders and shall not be taken by consent in lieu of a meeting;

Proposal 3H — to provide that directors may be removed from office at any time but only for cause; and

Proposal 3I — to provide that special meetings of the stockholders may only be called by the Combined Company Board, the Chairperson of the Combined Company Board, the Chief Executive Officer or President.

Proposal 4. The First Nasdaq Proposal — to consider and vote on a proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of Holdings Common Stock pursuant to the Merger Agreement in an amount greater than 20% of the number of outstanding shares of Trailblazer Common Stock before such issuance and the resulting change in control in connection with the Business Combination (the “First Nasdaq Proposal”).

Proposal 5. The Second Nasdaq Proposal — to consider and vote on a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635 (d), the issuance of Holdings Common Stock in connection with the PIPE Investment (as defined below) upon the consummation of the Business Combination in an amount greater than 20% of the number of outstanding shares of Trailblazer Common Stock before such issuance (the “Second Nasdaq Proposal”).

Proposal 6. The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the Cyabra, Inc. 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “Incentive Plan Proposal”).

Proposal 7. The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates if more time is necessary to consummate the Business Combination for any reason (the “Adjournment Proposal”).

Pursuant to Trailblazer’s current amended and restated certificate of incorporation (the “Current Charter”), Trailblazer is providing its public stockholders with the opportunity to redeem, upon the Closing, shares of Trailblazer Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of Trailblazer initial public offering (the “Trailblazer IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $26.5 million on November 5, 2024, the estimated per share redemption price would have been approximately $11.13. Trailblazer public stockholders may elect to redeem their shares even if they vote for the Merger Proposal or do not vote at all and regardless of whether they are a holder of record on the record date. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, 20% or more of the shares of the Trailblazer Class A Common Stock, included in the units sold in the Trailblazer IPO consisting of one share of Trailblazer Class A Common Stock and a right to received one-tenth (1/10) of one share of Trailblazer Class A Common Stock upon the consummation of an initial business combination (the “Trailblazer Units” or “Units”). Holders of Trailblazer Rights and Units do not have redemption rights with respect to such securities in connection with the Business Combination.

Holders of outstanding Trailblazer Units must separate the Trailblazer Class A Common Stock underlying the Units sold in the Trailblazer IPO (the “Trailblazer Public Shares”) and Rights prior to exercising redemption rights with respect to the Trailblazer Public Shares. The holders of the outstanding shares of Trailblazer Class A Common Stock held by Trailblazer Sponsor Group, LLC, a Delaware limited liability corporation (the “Sponsor”), and Trailblazer’s directors since May 2022 (the “Initial Stockholders”) have agreed to waive their redemption rights with respect to any shares of Trailblazer Class A Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. No person was paid any consideration in exchange for these waivers. Currently, the Initial Stockholders own an aggregate amount of 47.1% of Trailblazer’s issued and outstanding shares of Trailblazer

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Common Stock, including Trailblazer Common Stock underlying the 394,500 Units sold by Trailblazer at a price of $10.00 per Unit, in the private placement described in the Form S-1. The Initial Stockholders have agreed to vote any shares of Trailblazer Common Stock owned by them in favor of the Merger Proposal and the related transactions.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT TRAILBLAZER REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TRAILBLAZER’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

The following summarizes the pro forma ownership of the Common Stock of the Combined Company immediately following the Business Combination under two redemption scenarios.

	No Additional Redemptions(1)			Maximum Redemptions(2)
	Shares	%		Shares	%
Trailblazer Public Shareholders	2,379,616	20.3	%	—	0.0	%
Cyabra Equity holders	6,008,102	51.2	%	6,008,102	60.3	%
Sponsor	2,119,500	18.0	%	2,119,500	21.3	%
Advisor Shares(3)	105,000	0.9	%	105,000	1.1	%
PIPE Investors				600,000	6.0	%
Key Employee Shares	400,000	3.4	%	400,000	4.0	%
Shares underlying Public Rights(4)	690,000	5.9	%	690,000	6.9	%
Shares underlying Private Rights(5)	39,450	0.3	%	39,450	0.4	%
Total Shares at Closing (excluding shares below)	11,741,668	100.00	%	9,962,052	100.00	%
Total Diluted Shares at Closing (including shares above)(6)	15,733,566			13,953,950

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(1) Assumes that, after the redemption of 4,520,384 Public Shares in September 2024 (the “September Redemptions”), no Trailblazer Public Shareholders exercise their redemption rights to redeem their shares of Trailblazer Class A Common Stock for a pro rata share of the funds in the Trust Account.

(2) Assumes that all Trailblazer Public Shareholders, holding 2,379,616 shares of Trailblazer Class A Common Stock, will exercise their redemption rights for an aggregate payment of approximately $26.3 million (based on the estimated per-share redemption price of approximately $11.06 per share) from the Trust Account.

(3) Pursuant to an advisory agreement entered into in September 2022 with LifeSci Capital LLC, further amended in March 2023.

(4) Assumes the issuance of 690,000 shares of Trailblazer Class A Common Stock upon conversion of the Public Rights.

(5) Assumes the issuance of 39,450 shares of Trailblazer Class A Common Stock upon conversion of the Private Rights (as defined below).

(6) Diluted shares at Closing includes 3,991,898 shares representing outstanding Cyabra Warrants, Cyabra Options and Earnout Shares.

Compensation Received by the Sponsor

The Sponsor currently holds 2,119,499 shares of Trailblazer Class A Common Stock, including shares underlying the Private Units (as defined in the accompanying proxy statement/prospectus) and 1 share of Trailblazer Class B Common Stock. Upon the completion of the Business Combination, Sponsor and its affiliates shall hold a total of 2,158,950 shares of Combined Company Common Stock. The retention of shares by the Sponsor and the reimbursements payable to the Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming Trailblazer stockholders. See “Proposal No. 1 — The Merger Proposal — Ownership of the Combined Company Immediately After the Closing.”

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Conflicts of Interest

Since the Sponsor, its affiliates, representatives and the Trailblazer officers and directors (the “Sponsor Related Parties”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of Trailblazer Common Stock, a conflict of interest may exist in determining whether the Business Combination with Cyabra is appropriate. Such interests include that the Sponsor Related Parties will lose their entire investment in Trailblazer if Trailblazer does not complete a business combination. When you consider the recommendation of the Trailblazer Board in favor of approval of the Merger Proposal and the other proposals, you should keep in mind that the Sponsor Related Parties have interests in such proposals that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

• unless Trailblazer consummates an initial business combination, the Sponsor and Trailblazer’s officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the Trailblazer IPO and private placement not deposited in the Trust Account. As of November 5, 2024, no such reimbursable out-of-pocket expenses have been incurred;

• our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares (as defined in the accompanying proxy statement/prospectus) until six months after the completion of our initial business combination;

• based on the difference in the purchase price of $25,000 (or approximately $0.01 per share) that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Public Unit (as defined below) sold in the Trailblazer IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the closing of a business combination falls below the price initially paid for the Public Units in the Trailblazer IPO and the public investors experience a negative rate of return following the closing of a business combination, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement;

• the fact that Sponsor paid an aggregate of $25,000 (or approximately $0.01 per share) for the 1,725,000 Founders Shares and such securities may have a value of approximately $19.2 million at the time of a business combination (based on a market price of $11.10 per share of Trailblazer Common Stock on November 5, 2024). Therefore, the Sponsor could make a substantial profit after the initial business combination even if public investors experience substantial losses, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement. Further, the Founder Shares have no redemption rights upon Trailblazer’s liquidation and will be worthless if no business combination is effected;

• the fact that the Sponsor currently holds 394,500 Private Units, each unit consisting of one share of common stock and one-tenth (1/10) of one right to receive one share of common stock upon the consummation of an initial business combination, which Private Units were purchased at a price of $10.00 per unit, or an aggregate value of $3,945,000 and which have no redemption rights upon Trailblazer’s liquidation and will be worthless if no business combination is effected;

• the fact that, if the Trust Account is liquidated, including in the event we are unable to consummate the Business Combination or an initial business combination within the Completion Window, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account;

• the fact that the Initial Stockholders currently hold an aggregate of 2,119,500 shares of Trailblazer Common Stock, including shares underlying Private Units. As of November 5, 2024, such shares had an aggregate market value of approximately $23.5 million and the Private Rights had an aggregate market value of approximately $55,000, based on a market price of $11.10 per share of Trailblazer Common Stock and a market price of $0.14 per Right on November 5, 2024, respectively;

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• the continued indemnification of Trailblazer’s executive officers and directors and the continuation of Trailblazer’s executive officers’ and directors’ liability insurance following the consummation of the Business Combination;

• the fact that the Sponsor and Trailblazer’s executive officers and directors have agreed, for no consideration, not to redeem any of the Founder Shares in connection with a stockholder vote to approve the Merger Proposal and such Founder Shares will be worthless if no business combination is effected by Trailblazer during the Completion Window; and

• the fact that certain officers and directors of Trailblazer have an economic interest in the 2,119,500 Founder Shares currently owned by Sponsor and purchased by the Sponsor in connection with the Trailblazer IPO as a result of their direct or indirect membership interests in the Sponsor, but do not beneficially own any Trailblazer Common Stock held by the Sponsor other than Joseph Hammer who may be deemed to beneficially own Trailblazer Common Stock owned by the Sponsor as manager of the Sponsor. The economic interest (or deemed economic interest) of these individuals in the 2,119,500 Founder Shares retained by the Sponsor is shown below:

Name and Title of Person		Number of Founder Shares (deemed)
Scott Burell, CFO		15,000
Olga Castells, Independent Director		10,000
Barak Avitbul, Independent Director		10,000
Patrick Donovan, Independent Director		12,500

In light of the foregoing, the Sponsor and Trailblazer’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Cyabra rather than liquidate even if (i) Cyabra is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, our Sponsor and directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and Trailblazer’s directors and executive officers who hold Founder Shares and/or Private Units may receive a positive return on the Founder Shares and Private Units even if Trailblazer’s public stockholders experience a negative return on their investment after consummation of the Business Combination. See “Risk Factors — Risks Related to Trailblazer and the Business Combination — Since the holders of Founder Shares, including our officers and directors, have interests that are different, or in addition to (and which may conflict with), the interests of our public stockholders, a conflict of interest may have existed in determining whether the Business Combination with Cyabra is appropriate as our initial business combination. Such interests include that such holders may lose their entire investment in us if our business combination is not completed.”

Each stockholder’s vote is very important. Whether or not you plan to participate in the Special Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the respective special meeting. Voting by proxy will not prevent a stockholder from voting at the Special Meeting if such stockholder subsequently chooses to participate in the meeting.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 39.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated , 2024, and is first being mailed to stockholders of Trailblazer on or about , 2024.


Arie Rabinowitz
Chief Executive Officer
Trailblazer Merger Corporation I

, 2024

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Trailblazer Merger Corporation I
510 Madison Avenue, Suite 1401
New York, NY 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF TRAILBLAZER MERGER CORPORATION I

To Be Held On , 2024

To the Stockholders of Trailblazer Merger Corporation I:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Trailblazer Merger Corporation I, a Delaware corporation (“Trailblazer,” “Acquiror,” “we,” “our” or “us”), will be held on , 2024, at 10:00 a.m., Eastern time, via live webcast at the following address . You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Trailblazer recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. You are cordially invited to attend the Special Meeting for the following purposes:

At the Special Meeting, Trailblazer stockholders will be asked to consider and vote upon the following proposals (the “Proposals”):

Proposal 1. The Merger Proposal — to consider and vote on a proposal to adopt and approve the merger agreement, by and among Trailblazer, Trailblazer Merger Sub, Ltd., an Israeli company and a direct, wholly owned subsidiary of Trailblazer (“Merger Sub”), Trailblazer Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Trailblazer (“Holdings”), and Cyabra Strategy Ltd., a private company organized in Israel (“Cyabra”) (as amended on November 11, 2024 and as it may be further amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among other things and upon the terms and subject to the conditions thereof, (a) Trailblazer shall merge with and into Holdings and Holdings shall be the survivor of such merger (the “Parent Merger” and all references to Trailblazer subsequent to the Parent Merger shall be intended to refer to Holdings as the survivor of the Parent Merger) and (b) Merger Sub shall merge with and into Cyabra, with Cyabra being the surviving entity (the “Acquisition Merger” and, together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the “Business Combination”), following which Merger Sub will cease to exist and Cyabra will become a wholly owned subsidiary of Holdings (the “Surviving Corporation”). In connection with the Business Combination, Holdings (at such stage, referred to herein as the “Combined Company”) will be renamed “Cyabra, Inc.”

A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety.

Proposal 3A — to change the name of Holdings to “Cyabra, Inc.”;

Proposal 3C — to remove provisions that relate to the operation of Trailblazer as a special purpose acquisition corporation prior to the consummation of its initial business combination;

Proposal 3D — to amend the voting threshold for certain charter amendments;

Proposal 3E — to amend the voting threshold for any bylaws amendments;

Proposal 3F — to remove the liquidation provision and retain the default of perpetual existence under the DGCL;

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Proposal 3G — to provide that any action taken by stockholders must be effected at an annual or special meeting of the stockholders and shall not be taken by consent in lieu of a meeting;

Proposal 3H — to provide that directors may be removed from office at any time but only for cause; and

Only holders of record of Trailblazer Common Stock (as defined in the accompanying proxy statement/prospectus) at the close of business on , 2024 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Trailblazer stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Current Charter, Trailblazer is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of Trailblazer Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of the Trailblazer initial public offering (the “Trailblazer IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $26.5 million on November 5, 2024, the estimated per share redemption price would have been approximately $11.13. Public stockholders may elect to redeem their shares even if they vote for the Merger Proposal or do not vote at all or were not a holder of record on the record date. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 20% or more of the shares of Trailblazer Common Stock included in the Trailblazer Units (as defined in the accompanying proxy statement/prospectus) sold in the Trailblazer IPO. Holders of Trailblazer’s outstanding Rights (as defined in the accompanying proxy statement/prospectus) and Trailblazer Units (as defined in the accompanying proxy statement/prospectus) do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Trailblazer Units must separate the underlying the Trailblazer Public Shares (as defined in the accompanying proxy statement/prospectus) and Rights prior to exercising redemption rights with respect to the Trailblazer Public Shares. The Initial Stockholders (as defined in the accompanying proxy statement/prospectus) have agreed to waive their redemption rights with respect to any shares of Trailblazer Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. No person was paid any consideration in exchange for these waivers. Currently, the Initial Stockholders own an aggregate amount of 47.1% of the issued and outstanding shares of Trailblazer Common Stock. The Initial Stockholders have agreed to vote any shares of Trailblazer Common Stock owned by them in favor of the Merger Proposal and we expect them to vote their shares in favor of all other proposals submitted to stockholders for a vote.

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Approval of the Merger Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Trailblazer Common Stock. Abstentions will have the effect of a vote “AGAINST” the Merger Proposal.

Approval of the Charter Amendment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Trailblazer Common Stock. Abstentions will have the effect of a vote “AGAINST” the Charter Amendment Proposal.

Approval of the Governance Proposal is a non-binding advisory vote, and will require the affirmative vote of the holders of a majority of the shares of Trailblazer Common Stock present in person by virtual attendance or represented by proxy, and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” the Governance Proposal.

Approval of each of the First Nasdaq Proposal, the Second Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of Trailblazer Common Stock present in person by virtual attendance or represented by proxy, and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” each such proposal.

If the Merger Proposal is not approved, then the Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal, and the Incentive Plan Proposal, will not be presented to the Trailblazer stockholders for a vote.

The approval of the Merger Proposal, the Charter Amendment Proposal, the First Nasdaq Proposal and the Incentive Plan Proposal are preconditions to the consummation of the Business Combination. The Trailblazer Board has already approved the Business Combination.

As of November 5, 2024, there was approximately $26.5 million in the Trust Account. Each redemption of shares of Trailblazer Common Stock by its public stockholders will decrease the amount in the Trust Account.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read the proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please contact Continental Stock Transfer & Trust Company, our transfer agent, at 917-262-2373 or email proxy@continentalstock.com.

, 2024

By Order of the Board of Directors

Arie Rabinowitz
Chief Executive Officer
Trailblazer Merger Corporation I

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		Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS		1
FREQUENTLY USED TERMS		2
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		5
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		20
RISK FACTORS		39
SPECIAL MEETING OF TRAILBLAZER STOCKHOLDERS		79
SELECTED HISTORICAL FINANCIAL DATA OF TRAILBLAZER		85
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		87
PROPOSAL 1: THE MERGER PROPOSAL		101
PROPOSAL 2: THE CHARTER AMENDMENT PROPOSAL		127
PROPOSAL 3: THE GOVERNANCE PROPOSAL		128
PROPOSAL 4: THE FIRST NASDAQ PROPOSAL		131
PROPOSAL 5: THE SECOND NASDAQ PROPOSAL		132
PROPOSAL 6: THE INCENTIVE PLAN PROPOSAL		133
PROPOSAL 7: THE ADJOURNMENT PROPOSAL		140
INFORMATION ABOUT TRAILBLAZER		141
EXECUTIVE OFFICERS AND DIRECTORS OF TRAILBLAZER		150
EXECUTIVE AND DIRECTOR COMPENSATION OF TRAILBLAZER		157
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TRAILBLAZER		158
INFORMATION ABOUT CYABRA		166
EXECUTIVE OFFICERS AND DIRECTORS OF CYABRA AND EXECUTIVE OFFICERS AND DIRECTORS OF THE COMBINED COMPANY		173
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYABRA		185
DESCRIPTION OF SECURITIES OF TRAILBLAZER		191
DESCRIPTION OF THE COMBINED COMPANY’S SECURITIES		195
TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY		200
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF TRAILBLAZER AND THE COMBINED COMPANY		201
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		204
SECURITIES ACT RESTRICTIONS ON RESALE OF THE COMPANY’S SECURITIES		209
COMPARISON OF STOCKHOLDERS’ RIGHTS		210
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		212
ADDITIONAL INFORMATION		223
WHERE YOU CAN FIND MORE INFORMATION		225
LEGAL MATTERS		226
EXPERTS		226
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A — MERGER AGREEMENT		A-1
ANNEX B — PROPOSED CERTIFICATE OF INCORPORATION		B-1
ANNEX C — PROPOSED BYLAWS		C-1
ANNEX D — 2024 PLAN		D-1
ANNEX E — FAIRNESS OPINION		E-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Holdings, constitutes a prospectus of Holdings under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Holdings Common Stock and Holdings Preferred Stock to be issued to Cyabra’s stockholders and Trailblazers’ stockholders under the Merger Agreement as described herein. This document also constitutes a proxy statement of Trailblazer under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting.

You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither Trailblazer nor Cyabra has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

Information contained in this proxy statement/prospectus regarding Trailblazer and its business, operations, management and other matters has been provided by Trailblazer and information contained in this proxy statement/prospectus regarding Cyabra and its business, operations, management and other matters has been provided by Cyabra.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All references in this proxy statement/prospectus to “Trailblazer” refer to Trailblazer Merger Corporation I, a Delaware corporation; all references to “Merger Sub” refer to Trailblazer Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Trailblazer, Inc., formed for the purpose of effecting the Business Combination as described in this proxy statement/prospectus; and all references in this proxy statement/prospectus to “Holdings” refer to Trailblazer Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Trailblazer. All references in this proxy statement/prospectus to “Cyabra” refer to Cyabra Strategy Ltd., a private company organized in Israel. All references in this proxy statement/prospectus to the “Combined Company” refer to Holdings immediately following completion of the Business Combination, pursuant to which Cyabra will become a wholly owned subsidiary of Holdings, and the other transactions contemplated by the Merger Agreement.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Trailblazer” refer to Trailblazer Merger Corporation I.

In this document:

“102 Option” means any Cyabra Option that was intended to be granted and taxed pursuant to Section 102(b)(2) or Section 102(b)(3) of the Ordinance.

“102 Trailblazer Trustee” means the trustee appointed by Trailblazer in accordance with the provisions of the Ordinance and approved by the Israel Tax Authority to hold the Converted Stock Options granted in exchange of the 102 Options, and the Holdings Common Stock issued in exchange of 102 Shares under the 2024 Plan.

“2024 Plan” means the Cyabra, Inc. 2024 Omnibus Equity Incentive Plan.

“3(i) Option” means any Cyabra Option that was intended to be granted and taxed pursuant to Section 3(i) of the Ordinance.

“Acquisition Merger” means the merger of Cyabra and Merger Sub pursuant to the Merger Agreement.

“Aggregate Merger Consideration” means a number of shares of Holdings Common Stock and Holdings Preferred Stock equal to the quotient obtained by dividing (a) the Base Purchase Price, by (b) US$10.00.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means Trailblazer after the Business Combination.

“Completion Window” means the period beginning on the closing date of the Trailblazer IPO and ending on September 30, 2025, during which period Trailblazer may seek to complete an initial business combination pursuant to the terms of the Current Charter.

“Conversion Ratio” means the ratio (rounded down to four decimal places), equal to the quotient obtained by dividing (a) 7,000,000 shares of Holdings Common Stock constituting the Aggregate Merger Consideration by (b) Cyabra’s outstanding shares, on a fully-diluted basis.

“Current Charter” means Trailblazer’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on September 27, 2024.

“Cyabra” and the “Surviving Company” mean, prior to the Acquisition Merger, Cyabra Strategy Ltd., a private company organized in Israel, and after the Acquisition Merger, a Delaware corporation and a wholly owned subsidiary of Holdings.

“Cyabra Board” means the board of directors of Cyabra.

“Cyabra Convertible Notes” means the 2024 Convertible Notes.

“Cyabra Key Employees” means Dan Brahmy, Yossef Daar and Ido Shraga.

“Cyabra Options” means each option (whether vested or unvested) to purchase Cyabra Ordinary Shares or Cyabra Preferred Shares granted, and that remains outstanding under Cyabra’s 2020 Share Option Plan and its US addendum, including without limitation, any 102 Options, the 3(i) Options, Nonqualified Stock Options and Incentive Stock Options.

“Cyabra Ordinary Shares” mean the ordinary shares of Cyabra, NIS 0.01 par value per share.

“Cyabra Preferred Shares” means the Series A Preferred Shares, Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-3 Preferred Shares and Series B Preferred Shares of Cyabra.

“Cyabra Securityholder” means each Person who holds Cyabra Ordinary Shares, Cyabra Preferred Shares and Cyabra Options.

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“Cyabra Warrant” means a warrant issued by Cyabra entitling the holder thereof to purchase Cyabra Ordinary Shares or Cyabra Preferred Shares in accordance with the terms and conditions of the applicable warrant agreement(s).

“DGCL” means the Delaware General Corporation Law, as amended.

“Effective Time” means the time at which the Acquisition Merger becomes effective.

“Form S-1” refers to the Form S-1 (as amended) (SEC File No. 333-265914) registration statement, initially filed by Trailblazer with the SEC on June 30, 2022 relating to the Trailblazer IPO.

“Founder Shares” means the outstanding shares of Trailblazer Common Stock held by the Sponsor and Trailblazer’s directors since May 2022.

“Holdings” means Trailblazer Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Trailblazer.

“Holdings Common Stock” or “Combined Company Common Stock” means the common stock of Holdings, $0.0001 par value per share.

“Holdings Preferred Stock” means the Series A Convertible Preferred Stock of Holdings, $0.0001 par value per share.

“Initial Stockholders” or “Trailblazer’s Initial Stockholders” means the holders of the Founder Shares.

“IRS” means the Internal Revenue Service.

“Israeli subplan” means the Israeli addendum of the 2024 Plan.

“Merger Agreement” means the Merger Agreement dated July 22, 2024 (as amended on November 11, 2024 and as it may be further amended, supplemented or otherwise modified from time to time), by and among Trailblazer, Holdings, Merger Sub and Cyabra.

“Nasdaq” refers to The Nasdaq Stock Market, LLC.

“Ordinance” shall mean the Israeli Income Tax Ordinance (New Version) 1961, as amended, and all rules and regulations promulgated thereunder, as may be amended from time to time.

“Private Placement” refers to the private placement described in the Form S-1.

“Private Units” refers to the 394,500 units sold by Trailblazer at a price of $10.00 per unit, in the Private Placement, each unit consisting of one share of Trailblazer Class A Common Stock and a right to receive one-tenth (1/10) of one share of Trailblazer Class A Common Stock upon the consummation of an initial business combination.

“Public Units” refers to the 6,000,000 units sold by Trailblazer in connection with the IPO at a price of $10.00 per unit, including the full exercise of the over-allotment option of 900,000 units granted to the underwriter, each unit consisting of one share of Trailblazer Class A Common Stock and a right to receive one-tenth (1/10) of one share of Trailblazer Class A Common Stock upon the consummation of an initial business combination.

“Proposals” means the Merger Proposal, the Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of the Combined Company to be in effect following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B.

“Public Stockholders” means the holders of the Trailblazer Public Shares.

“Redemption” means the right of the holders of Trailblazer Public Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Registration Rights Agreement” has the meaning ascribed to such term in the Merger Agreement.

“SEC” means the United States Securities and Exchange Commission.

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“Special Meeting” means the special meeting of the stockholders of Trailblazer, to be held on , 2024, at 10:00 a.m., Eastern time, via live webcast at the following address .

“Sponsor” means Trailblazer Sponsor Group, LLC, a Delaware limited liability company.

“Trailblazer” means Trailblazer Merger Corporation I, a Delaware corporation.

“Trailblazer Board” means the board of directors of Trailblazer.

“Trailblazer Class A Common Stock” means the Class A common stock of Trailblazer, $0.0001 par value per share.

“Trailblazer Class B Common Stock” means the Class B common stock of Trailblazer, $0.0001 par value per share.

“Trailblazer Common Stock” or “Common Stock” means the Trailblazer Class A Common Stock and/or the Trailblazer Class B Common Stock, as applicable.

“Trailblazer IPO” or “IPO” means Trailblazer’s initial public offering registered on Trailblazer’s Form S-1.

“Trailblazer Preferred Stock” or “Preferred Stock” means the preferred stock of Trailblazer, $0.0001 par value per share.

“Trailblazer Public Shares” means Trailblazer Common Stock underlying the Units sold in the Trailblazer IPO.

“Trailblazer Right” or “Right” means one right to receive one-tenth (1/10) of one share of Trailblazer Class A Common Stock upon the consummation of an initial business combination.

“Trailblazer Unit” or “Unit” means a unit consisting of one share of Trailblazer Class A Common Stock and one right to receive one-tenth (1/10) of one share of Trailblazer Class A Common Stock upon the consummation of an initial business combination.

“Trust Account” means the Trust Account of Trailblazer, which holds substantially all of the net proceeds from the Trailblazer IPO and the sale of the Private Units, together with interest earned thereon.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to stockholders of Trailblazer. We urge all stockholders to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q: Why am I receiving this proxy statement/prospectus?

Trailblazer stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement, and approve the transactions contemplated thereby, including the Parent Merger and Acquisition Merger, among other proposals. Trailblazer has entered into the Merger Agreement, providing for, among other things, (a) the merger of Trailblazer merging with and into Holdings and Holding surviving the merger and (b) the merger of Merger Sub with and into Cyabra, surviving the merger. In connection with the Business Combination, Holdings will be renamed “Cyabra, Inc.” and is expected to be listed on Nasdaq.

In addition, the registration statement of which this proxy statement/prospectus forms a part is registering the aggregate 6,408,102 shares of Holdings Common Stock and 389,265 shares of Holdings Preferred Stock that may be issued to the equity holders of Cyabra and Trailblazer in connection with the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Below are proposals on which Trailblazer stockholders are being asked to vote.

Proposal 1. The Merger Proposal — to consider and vote on a proposal to adopt and approve the merger agreement, by and among Trailblazer, Trailblazer Merger Sub, Ltd., an Israeli company and a direct, wholly owned subsidiary of Trailblazer (“Merger Sub”), Trailblazer Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Trailblazer (“Holdings”), and Cyabra Strategy Ltd., a private company organized in Israel (“Cyabra”) (as amended and as it may be further amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among other things and upon the terms and subject to the conditions thereof, (a) Trailblazer shall merge with and into Holdings and Holdings shall be the survivor of such merger (the “Parent Merger” and all references to Trailblazer subsequent to the Parent Merger shall be intended to refer to Holdings as the survivor of the Parent Merger) and (b) Merger Sub shall merge with and into Cyabra, with Cyabra being the surviving entity (the “Acquisition Merger” and, together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the “Business Combination”), following which Merger Sub will cease to exist and Cyabra will become a wholly owned subsidiary of Holdings (the “Surviving Corporation”). In connection with the Business Combination, Holdings (at such stage, referred to herein as the “Combined Company”) will be renamed “Cyabra, Inc.”

A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety.

Proposal 3. The Governance Proposal — to consider and vote, on a non-binding advisory basis, on the Governance Proposal:

Proposal 3A — to change the name of Holdings to “Cyabra, Inc.”;

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Proposal 3C — to remove provisions that relate to the operation of Trailblazer as a special purpose acquisition corporation prior to the consummation of its initial business combination;

Proposal 3D — to amend the voting threshold for certain charter amendments;

Proposal 3E — to amend the voting threshold for any bylaws amendments;

Proposal 3F — to remove the liquidation provision and retain the default of perpetual existence under the DGCL;

Proposal 3G — to provide that any action taken by stockholders must be effected at an annual or special meeting of the stockholders and shall not be taken by consent in lieu of a meeting;

Proposal 3H — to provide that directors may be removed from office at any time but only for cause; and

Q: Are the proposals conditioned on one another?

A: Unless the Merger Proposal is approved, the Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal and the Incentive Plan Proposal will not be presented to the stockholders of Trailblazer at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

The Business Combination is conditioned on the approval of the Merger Proposal, the Charter Amendment Proposal, the First Nasdaq Proposal and the Incentive Plan Proposal. It is important for you to note that in the event that the Merger Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If Trailblazer does not consummate the Business Combination and fails to complete an initial business combination during the Completion Window, then Trailblazer will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.

Q: What will happen in the Parent Merger and the Acquisition Merger?

A: At the Closing, pursuant to the terms set forth in the Merger Agreement, subject to the satisfaction or waiver of the conditions to the Closing therein, (a) Trailblazer will first merge with and into Holdings and Holdings shall be the survivor of such merger and (b) Merger Sub will then merge with and into Cyabra, with Cyabra being the surviving entity following which Merger Sub will cease to exist and Cyabra will become a wholly owned subsidiary of Holdings. In connection with the Business Combination, Holdings will be renamed “Cyabra, Inc.” and is expected to list on Nasdaq.

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Q. Will holders of Trailblazer Public Shares or Trailblazer Rights be subject to U.S. federal income tax on the Holdings Common Stock received in the Parent Merger?

A: As discussed more fully under “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Parent Merger,” the Parent Merger is intended to qualify as a “reorganization” within the meaning of Section 368 of the Code. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368 to a Parent Merger of a corporation holding only investment-type assets such as Trailblazer, the qualification of the Parent Merger as a “reorganization” within the meaning of Section 368 of the Code is not entirely clear.

For a more detailed discussion of certain U.S. federal income tax consequences of the Parent Merger, see “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Parent Merger” in this proxy statement/consent solicitation statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Parent Merger.

Q: What is the consideration being paid to the shareholders of Cyabra?

A: Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the consideration to be delivered to Cyabra shareholders in connection with the Business Combination will consist of newly issued common stock and preferred stock of the Combined Company.

The aggregate merger consideration to be received by Cyabra shareholders is 7,000,000 shares of Holdings Common Stock (inclusive of the Holdings Common Stock underlying the Holdings Preferred Stock that the holders of the 2024 Convertible Notes are entitled to receive), calculated by dividing (a) $70,000,000 by (b) $10.00.

In addition to the base merger consideration, Cyabra shareholders and holders of Cyabra Options may also receive up to an aggregate of 3,000,000 Earnout Shares. The Earnout Shares will be issued to Cyabra shareholders and holders of Cyabra Options upon occurrence of certain triggering events (based on the achievement of certain price targets of Holdings Common Stock following the Closing).

Pursuant to the Merger Agreement, upon the closing of the Business Combination, the Cyabra Key Employees will receive 400,000 shares of Holdings Common Stock in the aggregate pursuant to the 2024 Plan.

As of November 5, 2024, the trading price of Trailblazer’s Common Stock was $11.10.

Q. Did the Trailblazer Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A. Yes. Roth Capital Partners, LLC (“Roth”) provided the Trailblazer Board a fairness opinion which concluded that, as of the date of its opinion, and based on and subject to the assumptions, qualifications and other matters set forth therein, the Base Purchase Price (as defined in the opinion) to be paid by Trailblazer in the Business Combination is fair, from a financial point of view, to Trailblazer’s public shareholders unaffiliated with the Sponsor or its affiliates. As part of its analysis, Roth looked at three valuation approaches: (i) a selected public companies analysis; (ii) a discounted cash flows analysis; and (iii) a selected transactions analysis.

Roth’s opinion was provided to the Trailblazer Board (in its capacity as such) in connection with its evaluation of the Business Combination and was not provided to any other party for any other purpose. See “Proposal No. 1 — The Merger Proposal — Opinion of Roth Capital Partners, LLC as Fairness Opinion Provider” for additional information regarding the scope, assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken and other matters considered by Roth in connection with the preparation of its fairness opinion.

Q: What equity stake will current stockholders of Cyabra hold in the Combined Company after the Closing?

A: It is anticipated that, upon the Closing of the Business Combination and assuming maximum redemptions, (a) Trailblazer’s public stockholders will own approximately 6.9% of the Combined Company, (b) Trailblazer’s Sponsor, officers, directors and other holders of Founder Shares will own approximately 21.7% of the Combined Company, (c) Cyabra’s shareholders will own approximately 64.3% of the Combined Company (d) LifeSci Capital LLC (“LifeSci”) will own approximately 1.1% of the Combined Company and (e) holders of the PIPE Investment will own approximately 6.0% of the Combined Company.

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The ownership percentages with respect to the Combined Company following the Business Combination do not take into account the redemption of any shares by Trailblazer’s public stockholders. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Cyabra’s existing stockholders in the Combined Company will be different.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q: What conditions must be satisfied to complete the Business Combination?

A: There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of Trailblazer of the Merger Proposal, the Charter Amendment Proposal, the First Nasdaq Proposal and the Incentive Plan Proposal. The Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal and the Incentive Plan Proposal, are subject to and conditioned on the approval of the Merger Proposal. For a summary of all the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Merger Proposal — The Merger Agreement.”

Q: Why is Trailblazer providing stockholders with the opportunity to vote on the Business Combination?

A: Under the Current Charter, Trailblazer must provide all public stockholders with the opportunity to have their Trailblazer Public Shares redeemed upon the consummation of Trailblazer’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Trailblazer has elected to provide its public stockholders with the opportunity to have their Trailblazer Public Shares redeemed in conjunction with a stockholder vote rather than a tender offer. Accordingly, Trailblazer is providing its stockholders with the opportunity to vote on the Business Combination and providing its public stockholders the opportunity to redeem their Trailblazer Public Shares in connection with the Special Meeting and the consummation of the Business Combination.

Q: How many votes do I have at the Special Meeting?

A: Trailblazer stockholders are entitled to one vote at the Special Meeting for each share of Trailblazer Common Stock held of record as of , 2024, the record date for the Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were outstanding shares of Trailblazer Common Stock.

Q: What vote is required to approve the proposals presented at the Special Meeting?

A: Approval of the Merger Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Trailblazer Common Stock. Abstentions will have the effect of a vote “AGAINST” the Merger Proposal.

Approval of each of the First Nasdaq Proposal, the Second Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of Trailblazer Common Stock present in person by virtual attendance or represented by proxy, and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” each such proposal.

If the Merger Proposal is not approved, then the Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal and the Incentive Plan Proposal, will not be presented to the Trailblazer stockholders for a vote.

The approval of the Merger Proposal, the Charter Amendment Proposal, the First Nasdaq Proposal and the Incentive Plan Proposal are preconditions to the consummation of the Business Combination.

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As of the Record Date, Trailblazer’s directors and executive officers and certain of their affiliates beneficially owned shares of Trailblazer Common Stock entitled to vote at the Special Meeting. This represents approximately % in voting power of the outstanding shares of Trailblazer Common Stock entitled to be cast at the Special Meeting.

Q: What constitutes a quorum at the Special Meeting?

A: Holders of a majority of the issued and outstanding shares of Trailblazer Common Stock represented in person or by proxy and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the Trailblazer stockholders representing the majority of the votes present in person by virtual attendance or represented by proxy at the Special Meeting may adjourn the Special Meeting until a quorum is present. As of the Record Date, shares of Trailblazer Common Stock would be required to achieve a quorum.

Q: How will the Initial Stockholders vote?

A: Pursuant to letter agreements, dated March 31, 2023 (the “Letter Agreements”), entered into by the Initial Stockholders in connection with the Trailblazer IPO, the Initial Stockholders agreed to vote their respective shares of Trailblazer Common Stock acquired by them prior to or concurrently with the consummation of the Trailblazer IPO in favor of the Merger Proposal.

As of November 5, 2024, a total of 2,119,500 shares of Trailblazer Common Stock, including shares underlying Private Units, or approximately 47.1% of the outstanding shares, were subject to the Letter Agreements.

As a result, Trailblazer would need only 130,059 of the 2,379,616 Public Shares outstanding to be voted in favor of the Business Combination in order to have such transaction approved (assuming that only a quorum was present at the meeting). Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Initial Stockholder agreed to vote its Founders Shares in accordance with the majority of the votes cast by Trailblazer’s public stockholders.

While the Initial Stockholders have agreed to vote their shares in favor of the Merger Proposal, stockholders should consider that the Sponsor and Trailblazer’s directors and executive officers may have interests that are different from, or in addition to, those of other stockholders, and may be incentivized to complete the Business Combination even if it is with a less favorable target company or on less favorable terms, rather than liquidate. See the immediately following question and answer for additional information on such conflicts.

Q: What interests do Trailblazer’s current officers and directors and affiliates have in the Business Combination?

A: The Sponsor, its affiliates, representatives and the Trailblazer officers and directors (the “Sponsor Related Parties”), have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include:

• our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until six months after the completion of our initial business combination;.

• based on the difference in the purchase price of $25,000 (or approximately $0.01 per share) that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Public Unit sold in the Trailblazer IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the closing of a business combination falls below the price initially paid for the Public Units in the Trailblazer IPO and the public investors experience a negative rate of return following the closing of a business combination, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement;

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• the fact that Sponsor paid an aggregate of $25,000 (or approximately $0.01 per share) for the 1,725,000 Founders Shares and such securities may have a value of $19.2 million at the time of a business combination (based on a market price of $11.10 per share of Trailblazer Common Stock on November 5, 2024). Therefore, the Sponsor could make a substantial profit after the initial business combination even if public investors experience substantial losses, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement. Further, the Founder Shares have no redemption rights upon Trailblazer’s liquidation and will be worthless if no business combination is effected;

Name and Title of Person		Number of Founder Shares (deemed)
Scott Burell, CFO		15,000
Olga Castells, Independent Director		10,000
Barak Avitbul, Independent Director		10,000
Patrick Donovan, Independent Director		12,500

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officers may have interests in the completion of the Business Combination that are materially different from, and may conflict with, the interests of other stockholders. Further, the Sponsor and Trailblazer’s directors and executive officers who hold Founder Shares may receive a positive return on the Founder Shares even if Trailblazer’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

In addition, each of our officers and directors presently has fiduciary or contractual obligations to other entities, including pursuant to which such officer or director is or will be required to present a business combination opportunity. For additional detail regarding these conflicts, see “Executive Officers and Directors of Trailblazer — Conflicts of Interest.” We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors has affected our search for an acquisition target or will materially affect our ability to complete our initial business combination.

The Trailblazer Board was aware of and considered these interests and facts, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Trailblazer stockholders that they approve the Business Combination.

These interests may influence Trailblazer’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q: May the Sponsor, Trailblazer’s directors, officers, advisors, or any of their respective affiliates purchase Trailblazer Common Stock in connection with the Business Combination?

A: In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, Trailblazer’s directors, officers, advisors, or any of their respective affiliates may purchase Trailblazer Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of Trailblazer Public Shares the Sponsor and Trailblazer’s directors, officers, advisors, or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. However, any such purchases will be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M or the tender offer rules under the Exchange Act or on any terms prohibited by the tender offer rules, to the extent applicable. Any such purchases may be effected at purchase prices that are no greater than the per share pro rata portion of the Trust Account. However, the Sponsor and Trailblazer’s directors, officers, advisors, and their respective affiliates have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Trailblazer Public Shares in such transactions. None of the Sponsor, or Trailblazer’s directors, officers, advisors, or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such stockholder, although still the record holder of such Trailblazer Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Trailblazer’s directors, officers, advisors, or any of their respective affiliates purchase Trailblazer Public Shares in privately negotiated transactions from stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases would be to decrease the number of redemptions to provide additional financing to the Combined Company following the closing of the Business Combination; however, pursuant to SEC guidance, if the Sponsor, Trailblazer’s directors, officers, advisors, or any of their respective affiliates purchase Trailblazer Public Shares in privately negotiated transactions or in the open market prior to the completion of the Business Combination, such Trailblazer Public Shares would not be voted in favor of the Proposals. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements. In addition, if such purchases are made, the public “float” of Trailblazer Common Stock may be reduced and the number of beneficial holders of Trailblazer securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of Trailblazer securities on a national securities exchange.

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Q: What interests do Cyabra’s current officers and directors have in the Business Combination?

A: It is anticipated that Cyabra’s current officers and directors will continue as the Combined Company’s officers and directors following the consummation of the Business Combination. Certain of Cyabra’s officers and directors, namely Yossef Daar, Ido Shraga and Dan Brahmy, own significant ownership stakes in Cyabra and will continue to have ownership stakes in the Combined Company. In addition, pursuant to the Merger Agreement, upon the closing of the Business Combination, the Cyabra Key Employees will receive 400,000 shares of Holdings Common Stock in the aggregate pursuant to the 2024 Plan.

Q: What happens if I sell my shares of Trailblazer Common Stock before the Special Meeting?

A: The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Trailblazer Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Trailblazer Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q: What happens if I vote against the Merger Proposal?

A: Pursuant to the Current Charter, if the Merger Proposal is not approved and Trailblazer does not otherwise consummate an alternative business combination during the Completion Window, then Trailblazer will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Q: Do I have redemption rights?

A: Pursuant to the Current Charter, holders of Trailblazer Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter. As of November 5, 2024, based on funds in the Trust Account of approximately $26.5 million, this would have amounted to approximately $11.13 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Trailblazer Common Stock for cash. Such a holder will be entitled to receive cash for its Trailblazer Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Trailblazer’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of Trailblazer Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q: Will my vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your shares of Trailblazer Common Stock “FOR” or “AGAINST” the Merger Proposal or do not vote at all. As a result, the Merger Agreement can be approved by Trailblazer stockholders who will redeem their shares and no longer remain stockholders, leaving Trailblazer stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash than anticipated and the potential inability to meet the listing standards of Nasdaq.

Q: How do I exercise my redemption rights?

A: If you are a holder of Trailblazer Public Shares and you seek to have your Trailblazer Public Shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time, on , 2024 (at least two business days before the Special Meeting), that Trailblazer redeem your shares for cash by submitting your request in writing to Continental Stock Transfer & Trust Company, our transfer agent (“Continental”), at the address listed at the end of this section and (ii) deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Special Meeting. Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Special Meeting. No demand for redemption will be honored unless the holder’s Trailblazer Public Shares have been delivered (either physically or electronically) to Continental at least two business days before the Special Meeting.

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The holders of Trailblazer Public Shares may seek to have their Trailblazer Public Shares redeemed regardless of whether they vote for or against the Merger Proposal, or do not vote at all, and whether or not they are holders of Trailblazer Common Stock as of the Record Date. Any holder of Trailblazer Public Shares who holds such shares on or before , 2024 (two business days before the Special Meeting) will have the right to demand that such holder’s Trailblazer Public Shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account upon the consummation of the Business Combination. The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the Trust Account, net of taxes payable), calculated as of two business days prior to the Closing, divided by the number of Trailblazer Public Shares then outstanding. See “Special Meeting of Trailblazer Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of Trailblazer Common Stock for cash.

Notwithstanding the foregoing, a holder of Trailblazer Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the shares of Trailblazer Common Stock included in the Public Units (the “20% threshold”).

Accordingly, all Trailblazer Public Shares in excess of the 20% threshold beneficially owned by a holder of Trailblazer Public Shares or a “group” will not be redeemed for cash unless Trailblazer otherwise consents to it.

Trailblazer’s stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and to effect delivery. It is Trailblazer’s understanding that the Trailblazer stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, Trailblazer does not have any control over this process and it may take longer than two weeks. The Trailblazer stockholders who hold their Trailblazer Public Shares in street name will have to coordinate with their bank, broker or other nominee to have their Trailblazer Public Shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with Trailblazer’s consent, until the Closing. If you delivered your Trailblazer Public Shares for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return your Trailblazer Public Shares (physically or electronically). You may make such request by contacting Continental at the phone number or address listed under the question “— Who can help answer my questions?”

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: In the event that a U.S. Holder elects to redeem its Trailblazer Public Shares (which will be exchanged for shares of Holdings Common Stock in the Parent Merger) for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of Holdings Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the Holdings Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Holdings Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Holdings Common Stock for cash.

Q: What is the impact on non-redeeming Public Stockholders of stockholder redemptions in connection with the vote on the Merger Proposal?

A: Public Stockholders who redeem their stock into a pro rata share of the Trust Account retain their Trailblazer Rights. Assuming maximum redemptions, redeeming stockholders would still retain an aggregate of 6,900,000 Trailblazer Rights which had an aggregate value of approximately $966,000 based on the market price of

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$0.14 per Right of the Trailblazer Rights on November 5, 2024. If a substantial number of, but not all, public stockholders exercise their redemption rights, any non-redeeming stockholders would experience dilution to the extent such additional shares of Holdings Common Stock are issued.

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the Closing across a range of varying redemption scenarios. In an effort to illustrate the extent of such dilution, the table below assumes (i) the issuance of 10,000,000 shares of Holdings Common Stock as merger consideration and (ii) the issuance of 729,450 shares of Holdings Common Stock pursuant to the conversion of the Trailblazer Rights.

	Assuming No Additional Redemptions			Assuming Maximum Redemptions
	Shares	%		Shares	%
Trailblazer Public Shares	2,379,616	20.3	%	—	0.0	%
Shares issued as merger consideration	6,008,102	51.2	%	6,008,102	60.3	%
Shares held by Trailblazer initial stockholders	2,119,500	18.0	%	2,119,500	21.3	%
Shares held by investors in the PIPE Investment	—			600,000	6.0	%
Shares held by Advisor	105,000	0,9	%	105,000	1.1	%
Shares held by Key Employees	400,000	3.4	%	400,000	4.0	%
Shares underlying Rights	690,000	5.9	%	690,000	6.9	%
Shares underlying private placement rights	39,450	0.3	%	39,450	0.4	%
Shares outstanding	11,741,668	100.0	%	9,962,052	100.0	%

Stockholders will experience addition dilution to the extent (i) any of the 3,000,000 Earnout Shares are issued if the triggering events are achieved and (ii) shares of Holdings Common Stock that will initially be available for issuance under the 2024 Plan are issued.

Q: Is the Business Combination taxable to Cyabra shareholders?

A: Trailblazer, Holdings and Cyabra intend for the Acquisition Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Acquisition Merger does qualify as a reorganization, Cyabra U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) should not recognize gain or loss as a result of the exchange, pursuant to the Acquisition Merger, of their Cyabra shares for shares of Holdings Common Stock (except for a portion of the Holdings Common Stock received as Incentive Merger Consideration (as defined below), as described in the section entitled “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Acquisition Merger — U.S. Federal Income Tax Consequences to U.S. Holders of Cyabra Shares”). If the Acquisition Merger does not so qualify as a reorganization within the meaning of Section 368(a) of the Code, it will be treated as a taxable stock sale. See the section entitled “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Acquisition Merger.” Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Acquisition Merger.

Q: If I am a holder of Trailblazer Rights, can I exercise redemption rights with respect to my Trailblazer Rights?

A: No. The holders of Trailblazer Rights have no redemption rights with respect to the Trailblazer Rights.

Q: If I am a Trailblazer Unit holder, can I exercise redemption rights with respect to my Trailblazer Units?

A: No. Holders of outstanding Trailblazer Units must separate the underlying Trailblazer Public Shares and Trailblazer Rights prior to exercising redemption rights with respect to the Trailblazer Public Shares.

If you hold Trailblazer Units registered in your own name, you must deliver the certificate for such Trailblazer Units to Continental with written instructions to separate such Trailblazer Units into Trailblazer Public Shares and Trailblazer Rights. This must be completed far enough in advance to permit the mailing of the Trailblazer Public Share certificates back to you so that you may then exercise your redemption rights upon the separation

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of the Trailblazer Public Shares from the Trailblazer Units. See the question “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Trailblazer Units, you must instruct such nominee to separate your Trailblazer Units. Your nominee must send written instructions by facsimile to Continental. Such written instructions must include the number of Trailblazer Units to be split and the nominee holding such Trailblazer Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of Trailblazer Public Shares and Trailblazer Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Trailblazer Public Shares from the Trailblazer Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Trailblazer Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q: Do I have dissenter rights if I object to the proposed Business Combination?

A: No. There are no dissenter rights available to holders of Trailblazer Common Stock or Trailblazer Rights in connection with the Business Combination.

Q: What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

• Trailblazer stockholders who properly exercise their redemption rights; certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Trailblazer or Cyabra in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

• unpaid franchise and income taxes of Trailblazer; and

• for general corporate purposes of the Combined Company including, but not limited to, working capital for operations, capital expenditures and future potential acquisitions.

Q: What happens if the Business Combination is not consummated?

A: There are certain circumstances under which the Merger Agreement may be terminated.

See the section titled “Proposal No. 1 — The Merger Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Trailblazer is unable to complete the Business Combination or another initial business combination transaction during the Completion Window, the Current Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Trailblazer Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay its working capital requirements or necessary to pay its taxes, by (B) the total number of then outstanding Trailblazer Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the Trailblazer Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

Trailblazer expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Trailblazer’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares. No person was paid any consideration in exchange for these waivers.

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Q: When is the Business Combination expected to be completed?

A: The Closing is expected to take place (a) no later than two (2) business days following the satisfaction or waiver of the conditions described below under the section titled “Proposal 1 — The Merger Proposal — The Merger Agreement — Conditions to Closing”; or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Business Combination may be terminated by either Trailblazer or Cyabra if the Closing has not occurred on or before March 1, 2025 (the “Outside Date”) (provided, that, if the SEC has not declared the registration statement of which this proxy statement/prospectus is a part effective by the Outside Date, the Outside Date shall be automatically extended by three months).

For a description of the conditions to the completion of the Business Combination, see the section titled “The Merger Proposal.”

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A: If you are a stockholder of record, you may vote online at a Special Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in a Special Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the Special Meeting and vote online, if you choose.

To vote online at the Special Meeting, follow the instructions below under “How may I participate in the Special Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Special Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, Trailblazer stockholders should go to and follow the instructions.

Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on , 2024. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Special Meeting or attend the Special Meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

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If you are a beneficial owner and you plan to vote at the Special Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Common Stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Special Meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to virtually attend the Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on , 2024.

You will receive a confirmation of your registration by email after we receive your registration materials.

We encourage you to access the Special Meeting prior to the start time leaving ample time for the check in.

Q: How may I participate in the Special Meeting?

If you are a stockholder of record as of the Record Date for the Special Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.

Trailblazer stockholders can pre-register to attend the Special Meeting by going to , enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the Special Meeting you will need to re-log into using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Special Meeting for processing your control number.

Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Proposals presented to our stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction and there will be no “broker non-votes.” Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: What will happen if I abstain from voting or fail to vote at the Special Meeting?

A: At the Special Meeting, Trailblazer will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have the effect of a vote “AGAINST” each of the Proposals.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by Trailblazer without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the Trailblazer stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q: If I am not going to attend the Special Meeting, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Special Meeting virtually or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. Trailblazer stockholders may change their vote by sending a later-dated, signed proxy card to Trailblazer’s secretary at the address listed below so that it is received by Trailblazer’s secretary prior to the Special Meeting or attend the Special Meeting in person by virtual attendance and vote. You also may revoke your proxy by sending a notice of revocation to Trailblazer’s secretary, which must be received by Trailblazer’s secretary prior to the Special Meeting.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies?

A: Trailblazer will pay the cost of soliciting proxies for the Special Meeting. Trailblazer has engaged Advantage Proxy, Inc., to assist in the solicitation of proxies for the Special Meeting. Trailblazer has agreed to pay Advantage Proxy a fee of $12,500 plus disbursements. Trailblazer will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. Trailblazer will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Trailblazer Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Trailblazer Common Stock and in obtaining voting instructions from those owners. Trailblazer’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Arie Rabinowitz
Chief Executive Officer
510 Madison Avenue, Suite 1401
New York, NY 10022
Telephone: (212) 586-8224

If you have any questions concerning the Special Meeting (including accessing the Special Meeting by virtual means) or need help voting your shares of the Trailblazer Common Stock please contact Continental at 917-262-2373 or email proxy@continentalstock.com.

The Notice of Special Meeting, Proxy Statement and form of Proxy Card are available at . You may also contact the proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 10904 Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

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To obtain timely delivery, stockholders must request the materials no later than five (5) business days prior to the Special Meeting.

You may also obtain additional information about Trailblazer from documents filed with the SEC by following the instructions in the section in this proxy statement/prospectus titled “Where You Can Find More Information.”

If you intend to seek redemption of your Trailblazer Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Continental at least two days prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” above. If you have questions regarding the certification of your position or delivery of your stock, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section titled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise specified, all share calculations assume: no exercise of redemption rights by Trailblazer’s public stockholders.

Parties to the Business Combination

Trailblazer Merger Corporation I

We are a blank check company incorporated in Delaware on November 12, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to herein as our “initial business combination.” Trailblazer currently has until September 30, 2025 to consummate a business combination, unless we extend that period as described herein.

On March 31, 2023, we completed the Trailblazer IPO of 6,000,000 Units (the “Public Units”), including the full exercise of the over-allotment option of 900,000 Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $69,000,000. Each Unit consists of one share of Trailblazer Class A Common Stock and one Right. Each Right will convert into one tenth (1/10) of one share of common stock upon the consummation of an initial business combination. Simultaneously with the Trailblazer IPO, we sold to our Sponsor 394,500 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $3,945,000. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. Each Private Unit consists of one share of Trailblazer Class A Common Stock (“Private Share”) and one right to purchase one-tenth (1/10) of one share of Trailblazer Common Stock upon the consummation of an initial business combination (“Private Right”). Each Private Right will convert into one share of common stock upon the consummation of an initial business combination.

Upon the closing of the Trailblazer IPO and the private placement on March 31, 2023, a total of $70,380,000 was placed in the Trust Account maintained by Continental as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations.

As of November 5, 2024, Trailblazer had cash of approximately $889,000 outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of November 5, 2024, there was approximately $26.5 million held in the Trust Account.

In accordance with the Current Charter, the amounts held in the Trust Account may only be used by Trailblazer upon the consummation of a business combination, except that there can be released to Trailblazer, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and Trailblazer’s liquidation.

The Trailblazer Common Stock, and Trailblazer Rights are currently listed on Nasdaq, under the symbols “TBMC,” and “TBMCR,” respectively. The Trailblazer Units commenced trading on Nasdaq on March 29, 2023, and the Trailblazer Common Stock and Rights commenced separate trading from the Trailblazer Units on May 15, 2023.

Trailblazer’s principal executive offices are located at 510 Madison Avenue, Suite 1401, New York, NY 10022, and its telephone number is (212) 586-8224.

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Holdings

Trailblazer Holdings, Inc. is a Delaware corporation and wholly owned subsidiary of Trailblazer, that was formed on July 16, 2024 for the sole purpose of entering into a business combination. Holdings has no assets, operations or liabilities. Holdings’ principal executive offices are located at 510 Madison Avenue, Suite 1401, New York, NY 10022, and its telephone number is (212) 586-8224.

Merger Sub

Trailblazer Merger Sub, Ltd. is an Israeli company and wholly owned subsidiary of Trailblazer, that was formed on June 25, 2024 for the sole purpose of entering into a business combination. Merger Sub’s principal executive offices are located at 510 Madison Avenue, Suite 1401, New York, NY 10022, and its telephone number is (212) 586-8224.

Cyabra Strategy Ltd.

Cyabra Strategy Ltd. is an Israeli company that was formed on July 13, 2017. Cyabra uncovers disinformation spread online. Disinformation diminishes trust, creates false or negative narratives and content and sows dissension. Creators of disinformation may be sponsored by foreign governments, competitors, or other third parties with significant resources and access to highly sophisticated generative artificial intelligence (“GenAI”) tools that generate and spread fake content. They use these tools to create bot networks and fake social media accounts to disseminate disinformation, inciting fear and anger and making us question everything we see or read. These tools make it difficult for the targets of the disinformation — whether they are corporations or public sector agencies — to detect and combat its spread. In many cases, these targets do not have the tools or expertise to effectively identify or counteract the threat. While fake accounts using enhanced AI tools appear more and more authentic, the line between real and fake is disappearing.

The Proposals

Proposal 1: The Merger Proposal

The Merger Agreement

For more information about the Merger Agreement and other transactions contemplated thereby, see the section entitled “Proposal No. 1 — The Merger Proposal.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety.

On July 22, 2024, Trailblazer, Merger Sub Holdings, and Cyabra entered into the Merger Agreement, pursuant to which, among other things (a) Trailblazer will merge with and into Holdings with Holdings being the survivor of the merger and (b) Merger Sub will merge with and into Cyabra, with Cyabra surviving the merger as a wholly owned subsidiary of Holdings. In connection with the Business Combination, Holdings will be renamed “Cyabra, Inc.”

Effective Time of Parent Merger

At the effective time of the Parent Merger, by virtue of the Parent Merger (i) each then issued and outstanding share of Trailblazer Class A Common Stock shall convert automatically into one share of common stock of Holdings and (ii) each then issued and outstanding Trailblazer Right shall convert automatically into one right to acquire one tenth of one share of common stock, par value $0.0001 per share, of Holdings. The 1 share of Trailblazer Class B Common Stock issued and outstanding will automatically be canceled at the time of the Parent Merger.

Effective Time of Acquisition Merger

Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and nonassessable share of Combined Company Common Stock.

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Merger Consideration

At the Effective Time, by virtue of the Acquisition Merger:

• Each share of Cyabra Ordinary Shares issued and outstanding immediately prior to the Effective Time shall, in accordance with Cyabra’s Amended and Restated Articles of Association (the “Articles of Association”), be converted into the right to receive a number of shares of Holdings Common Stock equal to the Conversion Ratio.

• Each Cyabra Preferred Share issued and outstanding immediately prior to the Effective Time (other than the Series B Preferred Shares of Cyabra issued to the holders of the 2024 Convertible Notes which may, at the election of such holder, instead convert into the right to receive shares of Holdings Preferred Stock) shall be converted into the right to receive a number of shares of Holdings Common Stock equal to (i) the Conversion Ratio multiplied by (ii) the number of Cyabra Ordinary Shares issuable upon conversion of such share of Cyabra Preferred Shares as of immediately prior to the Effective Time

• the Cyabra Convertible Notes shall be (i) treated in accordance with the terms of the relevant agreements governing such Cyabra Convertible Notes and (ii) converted into Cyabra Preferred Shares or Cyabra Ordinary Shares, as applicable.

• Cyabra Warrants shall be treated in accordance with the terms of the relevant agreements governing such warrants, provided that any Cyabra Warrants not so converted shall be assumed by Holdings.

• Each outstanding Cyabra Option shall be exchanged by Trailblazer for an equivalent award under the 2024 Plan (each, a “Converted Stock Option”), containing the same terms, conditions, vesting and other provisions of the Cyabra Option immediately prior to the Closing (subject to any accelerated vesting provided for in the 2024 Plan or in the related Cyabra Option agreement by reason of the transactions contemplated by the Merger Agreement), except that each Converted Stock Option shall be exercisable for such number of shares of Holdings Common Stock (rounded up to the nearest whole share), determined by multiplying the number of Cyabra Ordinary Shares and Cyabra Preferred Shares subject to such Cyabra Option as of immediately prior to the Effective Time by the Conversion Ratio, at an exercise price per share of Holdings Common Stock (rounded down to the nearest whole cent) equal to (A) the exercise price per share of Cyabra Ordinary Shares and Cyabra Preferred Shares of such Cyabra Option divided by (B) the Conversion Ratio; provided, however, that, other than with respect to a Converted Stock Option resulting from the exchange of a 102 Option or a 3(i) Option, the exercise price and the number of shares of Holdings Common Stock covered by each Converted Stock Option shall be determined in a manner consistent with the requirements of Sections 409A and 422 of the Code and the applicable regulations promulgated thereunder so as to avoid the imposition of any additional taxes under Section 409A of the Code (and regulations issued by the Internal Revenue Service (“IRS”) thereunder) or the disqualification as an ISO of any Cyabra Option that is intended to be an ISO.

Earnout

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 volume weighted average price (the “VWAP”) of the shares of Holdings 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 Cyabra 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 Holdings Common Stock (the “Incentive Merger Consideration”) as additional consideration for the Business Combination.

From and after the six month anniversary of the Closing until December 31, 2027 (the “Second Calculation Period”), in the event that over any 20 trading days within any 30-trading day period during the Second Calculation Period the daily VWAP of the shares of Holdings Common Stock is greater than or equal to $20.00 per share (the “Second Earnout Event”), promptly after the occurrence of the Second Earnout Event, Earnout Securityholders shall be entitled to receive their pro rata portion of an additional one third of the Incentive Merger Consideration as additional consideration for the Business Combination.

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From and after the six month anniversary of the Closing until December 31, 2029 (the “Third Calculation Period”), in the event that over any 20 trading days within any 30-trading day period during the Third Calculation Period the daily VWAP of the shares of Holdings Common Stock is greater than or equal to $25.00 per share (the “Third Earnout Event”), promptly after the occurrence of the Third Earnout Event, the Earnout Securityholders shall be entitled to receive their pro rata portion of the final one third of the Incentive Merger Consideration as additional consideration for the Business Combination.

Share Grant to Key Employees

Pursuant to the Merger Agreement, upon the Closing, the Cyabra Key Employees will receive 400,000 shares of Holdings Common Stock in the aggregate pursuant to the 2024 Plan.

Representations, Warranties and Covenants

The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of Cyabra and Trailblazer and their respective subsidiaries prior to the Closing.

Conditions to Closing

The Closing is subject to certain customary conditions, including, among other things: (a) no law or order shall restrain or prohibit the Business Combination; (b) any applicable waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the Business Combination shall have expired or been terminated; (c) all matters requiring approval of Cyabra’s shareholders shall have been obtained; (d) all matters require approval of Trailblazer’s stockholders shall have been obtained; (e) the shares comprising the Aggregate Merger Consideration being conditionally approved for listing on Nasdaq; (f) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part; (g) 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 Cyabra received the required shareholder approvals; (h) Cyabra shall have delivered to Trailblazer a certificate conforming to the requirements of Treasury Regulation Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) and a notice under Treasury Regulation Section 1.897-2(h)(2) to be delivered to the IRS as required under the applicable Treasury Regulations; (i) Cyabra shall have obtained each consent listed on the applicable section of the Disclosure Schedules to the Merger Agreement, (j) an exemption from filing an Israeli prospectus with the Israeli Securities Authority shall have been obtained; (k) the size and composition of the Combined Company Board shall have been appointed as set forth in the Merger Agreement; (l) the PIPE Investment (as defined below) shall have been consummated; (m) the financing of the 2024 Convertible Notes (as defined below) shall have been consummated and (n) the Tax Rulings (or Interim Tax Rulings) (each as defined in the Merger Agreement) shall have been obtained. Each party’s obligation to consummate the Business Combination 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 Business Combination.

Regulatory Matters

The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any additional regulatory notice, requirement or approval, except for (i) filings with the Registrar of Companies of the State of Israel, the Israel Innovation Authority and Secretary of State of the State of Delaware and (ii) filings required with the SEC pursuant to the reporting requirements applicable to Trailblazer and Holdings, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate it to the holders of Trailblazer Common Stock.

Termination without Default

In the event that (i) the Closing of the transactions contemplated by the Merger Agreement has not occurred on or before the Outside Date (provided, that, if the SEC has not declared the registration statement of which this proxy statement/prospectus forms a part effective on or prior to the Outside Date, the Outside Date shall be automatically

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extended by three months) and (ii) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party seeking to terminate the Merger Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date, then Trailblazer or Cyabra, as applicable, shall have the right, at its sole option, to terminate the Merger Agreement without liability to the other party. Such right may be exercised by Trailblazer or Cyabra, as the case may be, giving written notice to the other at any time after the Outside Date.

In the event a governmental authority shall have issued an order or enacted a law, having the effect of prohibiting the Parent Merger or the Acquisition Merger or making the Parent Merger or the Acquisition Merger illegal, which order or law is final and non-appealable, then Trailblazer or Cyabra shall have the right, at its sole option, to terminate the Merger Agreement without liability to the other party; provided, however, that the right to terminate the Merger Agreement pursuant to this provision of the Merger Agreement shall not be available to Cyabra or Trailblazer if the failure by such party or its affiliates to comply with any provision of the Merger Agreement has been a substantial cause of, or substantially resulted in, such action by such authority.

The Merger Agreement may be terminated at any time by mutual written consent of Cyabra and Trailblazer duly authorized by each of their respective boards of directors.

Termination by Default

Trailblazer may terminate the Merger Agreement by giving written notice to Cyabra, without prejudice to any rights or obligations Trailblazer or Merger Sub may have, (A) at any time prior to the Closing Date, if (i) Cyabra shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of certain conditions set forth in the Merger Agreement impossible and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Date and 30 days following receipt by Cyabra of a written notice from Trailblazer describing in reasonable detail the nature of such breach; provided, however, that Trailblazer is not then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement or (B) at any time after the Cyabra shareholder approval deadline if Cyabra has not previously received the Cyabra shareholder approval (provided, that upon Cyabra receiving the Cyabra shareholder approval, Trailblazer shall no longer have any right to terminate the Merger Agreement).

Cyabra may terminate the Merger Agreement by giving written notice to Trailblazer, without prejudice to any rights or obligations Cyabra may have, at any time prior to the Closing Date, if (i) Trailblazer shall have breached any representation, warranty, agreement or covenant contained in the Merger Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of certain conditions set forth in of the Merger Agreement impossible and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Date and 30 days following receipt by Trailblazer of a written notice from Cyabra describing in reasonable detail the nature of such breach; provided, however, that Cyabra is not then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement.

Amendment to the Merger Agreement

On November 11, 2024, the parties thereto amended the Merger Agreement to:

(i) increase the size of the Trailblazer Board from five directors to seven directors;

(ii) remove the director election proposal from the Required Parent Proposals (as defined in the Merger Agreement);

(iii) increase the size of the 2024 Plan from 10% to 15% due to the fact that certain previously contemplated grants will be included as part of the 2024 Plan;

(iv) amend the provision related to the share grant to the Cyabra Key Employees to clarify that such grant may be subject to additional vesting conditions as agreed upon between the respective Cyabra Key Employee and Cyabra; and

(v) amend the Outside Date from December 31, 2024 to March 31, 2025.

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Certain Related Agreements

Trailblazer Support Agreement

Contemporaneously with the execution of, and as a condition and an inducement to Trailblazer and Cyabra entering into the Merger Agreement, the Sponsor and certain other stockholders of Trailblazer entered into the Trailblazer Support Agreement (the “Trailblazer Support Agreement”), pursuant to which the Sponsor and each such Trailblazer stockholder agreed to (i) not to transfer or redeem any Trailblazer Common Stock held by such Trailblazer stockholder and (ii) to vote in favor of the Merger Agreement and the Business Combination and the other transactions contemplated thereby at the Trailblazer stockholder meeting.

Company Support Agreement

Contemporaneously with the execution of, and as a condition and an inducement to Trailblazer and Cyabra entering into the Merger Agreement, certain Cyabra shareholders entered into the Company Support Agreement (the “Company Support Agreement”), pursuant to which each such Cyabra shareholder agreed to (i) not to transfer any equity securities held by such shareholder and (ii) to vote in favor of the Merger Agreement and the Business Combination and the other transactions contemplated thereby.

Lock-Up Agreement

Prior to the Closing, Cyabra shall use reasonable best efforts to cause certain Cyabra securityholders to enter into a Lock-Up Agreement with Trailblazer to be effective as of the Closing, pursuant to which the shares comprising the Aggregate Merger Consideration shall be subject to a lock-up, restricting the sale, transfer or other disposition of such shares for a period of nine months in accordance with the terms and conditions more fully set forth in the form of Lock-Up Agreement, a copy of which is filed as Exhibit 10.20 to the registration statement of which this proxy statement/prospectus forms a part.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, Holdings, the Sponsor and certain former shareholders of Cyabra (collectively, the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Holdings will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Holdings Common Shares that are held by the Holders from time to time.

The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) the date as of which (i) all of the Registrable Securities (as defined herein) have been sold pursuant to a registration statement or (ii) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale and without compliance with public reporting requirements.

2024 Convertible Notes

Contemporaneously with the execution of, and as a condition and an inducement to Trailblazer and Cyabra, entering into the Merger Agreement, Alpha Capital Anstalt, a Liechtenstein Anstalt (“Alpha”) an affiliate of the Sponsor provided Cyabra a loan in an aggregate amount of $3,000,000 in the form of convertible promissory notes (collectively, the “2024 Convertible Notes”). Cyabra subsequently raised an additional $3,000,000 (for a total of $6,000,000) from additional purchasers pursuant to the terms of the 2024 Convertible Notes.

The PIPE Investment

Notwithstanding the foregoing, in the event that in excess of $3,500,000 remains in the Trust Account after redemption of the Trailblazer Common Stock in connection with the Business Combination, the PIPE Investment shall be reduced by the amount by which the Trust Account exceeds $3,500,000.

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Proposal 2: The Charter Amendment Proposal

In connection with the Business Combination, Trailblazer stockholders will be asked to consider and vote on a proposal to adopt the Proposed Certificate of Incorporation attached hereto as Annex B. In the judgment of the Trailblazer Board, the Charter Amendment Proposal is necessary to adequately address the needs of the Combined Company.

A summary of the Proposed Certificate of Incorporation is set forth in the “The Proposed Certificate of Incorporation Proposal” section of this proxy statement/prospectus and a complete copy of the Proposed Certificate of Incorporation is attached hereto as Annex B.

Proposal 3: The Governance Proposal

In connection with the Business Combination, Trailblazer stockholders will be asked to consider and vote, on a non-binding advisory basis, on the Governance Proposal:

• Proposal 3A — to change the name of Holdings to “Cyabra, Inc.”;

• Proposal 3B — to increase the number of authorized shares of capital stock by 54,000,000 shares, to an aggregate of 160,000,000 shares, consisting of 150,000,000 shares of common stock and 10,000,000 shares of preferred stock;

• Proposal 3C — to remove provisions that relate to the operation of Trailblazer as a special purpose acquisition corporation prior to the consummation of its initial business combination;

• Proposal 3D — to amend the voting threshold for certain charter amendments;

• Proposal 3E — to amend the voting threshold for any bylaws amendments;

• Proposal 3F — to remove the liquidation provision and retain the default of perpetual existence under the DGCL;

• Proposal 3G — to provide that any action taken by stockholders must be effected at an annual or special meeting of the shareholders and shall not be taken by consent in lieu of a meeting;

• Proposal 3H — to provide that directors may be removed from office at any time but only for cause; and

• Proposal 3I — to provide that special meetings of the shareholders may only be called by the Combined Company Board, the Chairperson of the Combined Company Board, the Chief Executive Officer or President.

Proposal 4. The First Nasdaq Proposal

This is a proposal to consider and vote on a proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of Holdings Common Stock pursuant to the Merger Agreement in an amount greater than 20% of the number of outstanding shares of Trailblazer Common Stock before such issuance and the resulting change in control in connection with the Business Combination (the “First Nasdaq Proposal”).

Proposal 5. The Second Nasdaq Proposal

This is a proposal to consider and vote on a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635 (d), the issuance of Holdings Common Stock in the PIPE Investment in connection with the PIPE Investment (as defined below) upon the consummation of the Business Combination in an amount greater than 20% of the number of outstanding shares of Trailblazer Common Stock before such issuance (the “Second Nasdaq Proposal”).

Proposal 6. The Incentive Plan Proposal

This is a proposal to consider and vote upon a proposal to approve and adopt the Cyabra, Inc. 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “Incentive Plan Proposal”).

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Proposal 7. The Adjournment Proposal

This is a proposal to consider and vote approve a proposal to adjourn the Special Meeting to a later date or dates if more time is necessary to consummate the Business Combination for any reason (the “Adjournment Proposal”).

Date, Time and Place of Special Meeting

The Special Meeting will be held on , 2024, at 10:00 a.m., Eastern Time, conducted via live webcast at the following address . You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting.

Trailblazer recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to physically attend the Special Meeting in person.

Proxy Solicitation

Proxies may be solicited by mail and by telephone, by facsimile, on the Internet or in person. Trailblazer has engaged Advantage Proxy to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section titled “Special Meeting of Trailblazer Stockholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Trailblazer stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting of stockholders if a majority of the issued and outstanding shares of Trailblazer Common Stock entitled to vote at the Special Meeting is represented in person or by proxy at the Special Meeting.

The Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal and the Incentive Plan Proposal, are conditioned on the approval of the Merger Proposal. The Adjournment Proposal is not conditioned on any other Proposal and does not require the approval of any other Proposal to be effective. It is important for you to note that in the event that any of the Merger Proposal, the Charter Amendment Proposal, the First Nasdaq Proposal or the Incentive Plan Proposal does not receive the requisite vote for approval and the applicable condition to closing the Business Combination is not waived, then Trailblazer will not consummate the Business Combination. If Trailblazer does not consummate the Business Combination and fails to complete an initial business combination during the Completion Window, it will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.

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Appraisal Rights

Appraisal rights are not available to holders of shares of Trailblazer Common Stock in connection with the proposed Business Combination. Holders of Trailblazer Rights also do not have appraisal rights in connection with the proposed Business Combination.

Redemption Rights

Pursuant to Trailblazer’s Current Charter, holders of Trailblazer Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay its working capital requirements or necessary to pay its taxes, by (ii) the total number of then-outstanding public shares of Common Stock. As of November 5, 2024, this would have amounted to approximately $11.13 per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold Trailblazer Public Shares, or

(b) hold Trailblazer Public Shares through Trailblazer Units and you elect to separate your Trailblazer Units into the underlying Trailblazer Public Shares and Rights prior to exercising your redemption rights with respect to the Trailblazer Public Shares; and (ii) prior to 5:00 p.m., Eastern Time, on , 2024, (a) submit a written request to Continental to redeem your Trailblazer Public Shares for cash and (b) deliver your Trailblazer Public Shares to Continental, physically or electronically through DTC.

Holders of outstanding Trailblazer Units must separate the units into its component parts prior to exercising redemption rights with respect to the Trailblazer Public Shares. If the Trailblazer Units are registered in a holder’s own name, the holder must deliver the certificate for its Trailblazer Units to Continental, with written instructions to separate the Trailblazer Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Trailblazer Public Shares from the Trailblazer Units.

If a holder exercises its redemption rights, then such holder will be exchanging its Trailblazer Public Shares for cash and will not own shares of the Combined Company. Such a holder will be entitled to receive cash for its Trailblazer Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “Special Meeting of Trailblazer Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Transaction costs in connection with Trailblazer’s IPO included $3,105,000 of underwriting fees, (including $2,070,000 in deferred fees) which remain constant and are not adjusted based on redemptions. The following table presents the underwriting fee as a percentage of the aggregate proceeds from the IPO under each redemption scenario:

Assuming No Redemptions		Assuming 25% Redemptions		Assuming 50% Redemptions		Assuming 75% Redemptions		Assuming Maximum Redemptions
(Net Shares)	Fee as a % of IPO Proceeds (net of Redemptions)	(Net Shares)	Fee as a % of IPO Proceeds (net of Redemptions)	(Net Shares)	Fee as a % of IPO Proceeds (net of Redemptions)	(Net Shares)	Fee as a % of IPO Proceeds (net of Redemptions)	(Net Shares)	Fee as a % of IPO Proceeds (net of Redemptions)
6,900,000	4.5%	5,175,000	6.0%	3,450,000	9.0%	1,725,000	18%	0	100%

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Interests of Trailblazer’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of the Trailblazer Board in favor of approval of the Merger Proposal and the other proposals, you should keep in mind that The Sponsor, its affiliates, representatives and the Trailblazer officers and directors (the “Sponsor Related Parties”), have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include:

• our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until six months after the completion of our initial business combination;

• based on the difference in the purchase price of $25,000 (or approximately $0.01 per share) that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Public Unit sold in the Trailblazer IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the closing of a business combination falls below the price initially paid for the Public Units in the Trailblazer IPO and the public investors experience a negative rate of return following the closing of a business combination, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement;

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Name and Title of Person		Number of Founder Shares (deemed)
Scott Burell, CFO		15,000
Olga Castells, Independent Director		10,000
Barak Avitbul, Independent Director		10,000
Patrick Donovan, Independent Director		12,500

Compensation Received by the Sponsor

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Trailblazer to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

		Interest in Securities		Other Compensation
Sponsor		Sponsor paid $25,000, or approximately $0.01 per share for its Founder Shares purchased in connection with the Trailblazer’s formation. At Closing, Sponsor shall hold a total of 2,158,950 shares of Combined Company Common Stock.		At Closing, pursuant to the Merger Agreement, the Combined Company will use cash from the Trust Account to pay Trailblazer transaction expenses and to reimburse or pay the Sponsor or its affiliates for any outstanding loans or other obligations of Trailblazer to the Sponsor or its affiliates. Trailblazer currently estimates that the total amount payable for transaction expenses and any outstanding loans or other obligations of Trailblazer to Sponsor is approximately $2.7 million.

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The retention of shares by the Sponsor and the reimbursements payable to the Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming Trailblazer stockholders. See “Proposal No. 1 — The Merger Proposal — Ownership of the Combined Company Immediately After the Closing.”

Dilution

The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination transaction itself):

	Assuming No Additional Redemption		Assuming 25% Redemption		Assuming 50% Redemption			Assuming 75% Redemption			Assuming Full Redemption
Offering Price of the Securities in the Initial Registered offering price per share	$	10.00	$	10.00	$	10.00		$	10.00		$	10.00
Pro forma net tangible book value, as adjusted(1)	$	11,655,666	$	5,078,556	$	(1,498,554	)	$	(5,152,774	)	$	(8,652,774	)
Total Shares(2)		11,741,668		11,146,764		10,551,860			10,249,245			9,962,052
Net tangible book value per share as of June 30, 2024	$	0.99	$	0.46	$	(0.14	)	$	(0.50	)	$	(0.87	)
Dilution per share to SPAC Public Shareholders	$	9.01	$	9.54	$	10.14		$	10.50		$	10.87

The following table illustrates the changes in net tangible book value to Trailblazer’s shareholders and increase in net tangible book value to Trailblazer’s shareholders as a result of the Business Combination with Cyabra at varying redemption levels.

	Assuming No Additional Redemption			Assuming 25% Redemption			Assuming 50% Redemption			Assuming 75% Redemption			Assuming Full Redemption
Trailblazer’s net tangible book value as of June 30, 2024	$	(3,925,853	)	$	(3,925,853	)	$	(3,925,853	)	$	(3,925,853	)	$	(3,925,853	)
Trailblazer’s shares outstanding		5,228,566			4,633,662			4,038,758			3,443,854			2,848,950
Trailblazer’s net tangible book value per share as of June 30, 2024	$	(0.75	)	$	(0.85	)	$	(0.97	)	$	(1.14	)	$	(1.38	)
Increase in net tangible book value per share attributable to Trailblazer’s stockholders	$	1.74		$	1.30		$	0.83		$	0.64		$	0.51

The following table illustrates the as adjusted net tangible book value to Trailblazer’s shareholders and increase in net tangible book value to Trailblazer’s shareholders as a result of transaction costs incurred by Trailblazer, financing acquired to extend and deposit into the Trust Account, and funds released from the Trust Account at de-SPAC, and reflecting the issuance of ordinary shares to the Rights holders for Rights issued at the IPO.

	Assuming No Additional Redemption			Assuming 25% Redemption			Assuming 50% Redemption			Assuming 75% Redemption			Assuming Full Redemption
As adjusted net tangible book value per share after giving effect to the issuance of ordinary shares in connection with right issued at IPO to Trailblazer’s right holders	$	0.99		$	0.46		$	(0.14	)	$	(0.50	)	$	(0.87	)

Numerator adjustments
Trailblazer’s net tangible book value	$	(3,925,853	)	$	(3,925,853	)	$	(3,925,853	)	$	(3,925,853	)	$	(3,925,853	)
Cyabra’s net tangible book value		(20,010,000	)		(20,010,000	)		(20,010,000	)		(20,010,000	)		(20,010,000	)
Conversion of Cyabra’s preferred stock and notes into equity		13,061,000			13,061,000			13,061,000			13,061,000			13,061,000
PIPE proceeds											2,922,890			6,000,000

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	Assuming No Additional Redemption			Assuming 25% Redemption			Assuming 50% Redemption			Assuming 75% Redemption			Assuming Full Redemption
Key employee bonus payments		(1,200,000	)		(1,200,000	)		(1,200,000	)		(1,200,000	)		(1,200,000	)
Transaction cost attributed to Trailblazer		(1,643,600	)		(1,643,600	)		(1,643,600	)		(1,643,600	)		(1,643,600	)
Transaction cost attributed to Cyabra		(934,321	)		(934,321	)		(934,321	)		(934,321	)		(934,321	)
Funds released from trust(3)		26,308,440			19,731,330			13,154,220			6,557,110			—
As adjusted net tangible book value	$	11,655,666		$	5,078,556		$	(1,498,554	)	$	(5,152,774	)	$	(8,652,774	)

Denominator adjustments
Trailblazer’s Public shareholders		2,379,616			1,784,712			1,189,808			595,904			—
Trailblazer’s Public rights outstanding		690,000			690,000			690,000			690,000			690,000
Trailblazer’s sponsor		2,119,500			2,119,500			2,119,500			2,119,500			2,119,500
Trailblazer’s private rights outstanding		39,450			39,450			39,450			39,450			39,450
Cyabra’s Shareholders		6,008,102			6,008,102			6,008,102			6,008,102			6,008,102
Shares issued to key employees		400,000			400,000			400,000			400,000			400,000
Third party advisors		105,000			105,000			105,000			105,000			105,000
PIPE investors		—			—			—			292,289			600,000
As adjusted Trailblazer’s shares outstanding		11,741,668			11,146,764			10,551,860			10,249,245			9,962,052

Anticipated Accounting Treatment

The Business Combination is intended to be accounted for as a reverse recapitalization, in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, Trailblazer will be treated as the acquired company for financial reporting purposes, and Cyabra will be the accounting acquirer.

Emerging Growth Company

Trailblazer is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Trailblazer will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Trailblazer’s IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Additionally, Trailblazer is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. Trailblazer will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of shares of Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of shares of Common Stock held by non-affiliates exceeds $700 million as of the prior June 30.

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Recommendation of the Trailblazer Board of Directors and Reasons for the Business Combination

In reaching its unanimous resolution (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Business Combination and the issuance of shares of common stock in connection therewith, are advisable and in the best interests of Trailblazer and its stockholders and (ii) recommending that the Trailblazer stockholders adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated by the Merger Agreement, the Trailblazer Board consulted with Trailblazer’s legal and financial advisors in connection with its evaluation of the Merger Agreement and the Business Combination, reviewed the results of due diligence conducted by Trailblazer’s management, legal and financial advisors and considered a variety of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Trailblazer Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Trailblazer Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

In the prospectus for the Trailblazer IPO, Trailblazer identified the following general criteria and guidelines that Trailblazer believes are important in evaluating prospective target businesses, indicating that while Trailblazer intends to use these criteria and guidelines in evaluating prospective businesses, it may deviate from these criteria and guidelines:

Experienced Management Teams: candidates that have strong, experienced management teams with a focus on driving revenue growth, enhancing profitability and generating strong free cash flow. Trailblazer will seek to partner with the potential target’s management team and expect that the operating and financial abilities of our management and board will help the potential target company to unlock opportunities for future growth and enhanced profitability.

Attractive Valuations: Trailblazer will only evaluate a business that, based on our due diligence and industry experience, represents an attractive valuation relative to publicly listed companies with similar characteristics or in similar industry segments.

Will Benefit from Being a Public Company: Trailblazer intends to pursue a business that will benefit from being a public company, including potentially having broader access to capital and a public currency for acquisitions.

Clear Competitive Advantages: Trailblazer intends to target businesses that differentiate themselves from their peers in ways that are difficult to replicate and have clear competitive advantages.

High Growth Potential and Cash Flow: Trailblazer intends to seek businesses that are well positioned to grow in their respective markets and which have clear plans on how to leverage additional capital to accelerate growth. We expect to target businesses that have had, or expect to have, strong cash flow generation.

Fairness Opinion. The Trailblazer Board received the opinion of Roth that the total consideration to be paid by Trailblazer in the Business Combination is fair to the shareholders of Trailblazer from a financial point of view. See “Proposal No. 1 — The Merger Proposal — Opinion of Roth Capital Partners, LLC as Fairness Opinion Provider” below.

The Trailblazer Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

• Reasonableness of the aggregate consideration to be paid under the Merger Agreement. Following a review of the financial data provided to Trailblazer, including certain unaudited prospective financial information of Cyabra (including, where applicable, the assumptions underlying such unaudited prospective financial information) and Trailblazer’s due diligence review of Cyabra’s business, the Trailblazer Board determined that (i) the consideration in the Acquisition Merger is fair from a financial point of view to Trailblazer and (ii) the fair market value of Cyabra equals or exceeds 80% of the amount held by Trailblazer in trust for benefit of its public stockholders (excluding any deferred underwriting commissions and taxes payable on interest earned on the trust account).

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team and structure, financial statements and health, technological examination, legal and regulatory diligence, and a long history of discussion and interaction with Cyabra’s management and advisors regarding the aforementioned issues.

• Industry: Cyabra’s business and positioning as “leading the fight against disinformation” was attractive to Trailblazer management following a thorough review of the industry looking to combat the ever-growing presence and threat of disinformation online, as well as analyzing and believing in projected market growth and opportunity for Cyabra to continue to develop. This led Trailblazer management to believe in Cyabra’s positive prospects in future periods.

• Alternatives: Following a thorough process of evaluating other business combination opportunities presented and available to Trailblazer, the Trailblazer Board believes that the best potential business combination is the proposed one, taking into consideration all factors including but not limited to likelihood of completing the combination, timing of the transaction, and meeting goals laid out by Trailblazer management at the beginning of the process.

• Negotiated Transaction: The Trailblazer Board and management considered the terms and conditions of the Merger Agreement and the related agreements and the transactions contemplated thereby, each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the Business Combination and the termination provisions, as well as the strong commitment by both Trailblazer and Cyabra to complete the Business Combination. The Trailblazer Board also considered the financial and other terms of the Business Combination and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between Cyabra and Trailblazer.

• Post-Closing Governance: Trailblazer’s negotiated right to nominate a board member following the conclusion of the Business Combination led management to believe that, post-closing, Cyabra will be able to benefit from the Sponsor’s relationships to identify board members with industry, financial, and professional knowledge within the field Cyabra has positioned itself in, allowing for the prospect of driving positive returns for shareholders.

• Structure and Timing: The structure and timing of both the Business Combination and the PIPE Investment are consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies like Trailblazer. In addition to its consistency with common practice, the timing for the consummation of the Business Combination, that is, as soon as reasonably practicable following the execution of the Merger Agreement, was determined and agreed by the parties in light of (i) general business considerations weighing in favor of consummating the transaction promptly so that neither party would need to operate for longer than necessary under the burden of uncertainty attendant to an upcoming merger, and (ii) the need for Trailblazer to complete an initial business combination within the Completion Window. Moreover, the PIPE Investment is structured to take reasonable advantage of amounts that might remain in the Trust Account after redemptions.

Limitations of Review: The Trailblazer board considered all factors in its decision, including but not limited to fairness opinion conducted by Roth, which confirmed that the transaction is fair from a financial point of view to Cyabra, and that the fair value of Cyabra is equal to or exceeds 80% of the amount held by Trailblazer in trust for the benefit of its public stockholders

The Trailblazer Board also considered various uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

• Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the Combined Company’s revenues.

• Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

• Liquidation of Trailblazer. The risks and costs to Trailblazer if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Trailblazer being unable to effect a business combination by the end of the Completion Window and force Trailblazer to liquidate.

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• Exclusivity. The fact that the Merger Agreement includes an exclusivity provision that prohibits Trailblazer from soliciting other business combination proposals, which except for limited circumstances (related to the receipt of an unsolicited business combination proposal) restricts Trailblazer’s ability to consider other potential business combinations prior to the earlier of the consummation of the Business Combination and the termination of the Merger Agreement.

• Redemption Risk. The potential risk that a significant number of Trailblazer’s stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Trailblazer’s Current Charter, which would potentially make the Business Combination more difficult or impossible to complete.

• Stockholder Vote. The risk that Trailblazer’s stockholders may fail to provide the respective votes necessary to effect the Business Combination.

• Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain Closing conditions that are not within Trailblazer’s control.

• Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

• Fees and Expenses. The fees and expenses associated with completing the Business Combination.

In addition to considering the factors described above, the Trailblazer Board also considered other factors, including, without limitation:

• Interests of Certain Persons. Some officers and directors of Trailblazer may have interests in the Business Combination (see “Interests of Trailblazer’s Directors and Officers and Others in the Business Combination”).

• Merger Consideration. The purchase price to be paid as merger consideration was measured against the market value of comparable companies.

• Other Risk Factors. Various other risk factors associated with the business of Cyabra, as described in the section titled “Risk Factors” appearing elsewhere in this proxy statement/prospectus/prospectus.

The Trailblazer Board concluded, in its business judgment, that the potential benefits that it expects Trailblazer and its stockholders to achieve as a result of the Business Combination outweigh the potentially negative and other factors associated with the Business Combination. Accordingly, the Trailblazer Board unanimously determined that the Business Combination and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Trailblazer and its stockholders.

This explanation of Trailblazer’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The Business Combination is not structured so that approval of at least a majority of unaffiliated Trailblazer stockholder is required. No unaffiliated representative has been retained to act solely on behalf of the Trailblazer stockholders for purposes of negotiating the terms of the Merger Agreement on their behalf and/or preparing a report concerning the approval of the Business Combination. The Business Combination was unanimously approved by the Trailblazer Board.

The Trailblazer Board recommends that Trailblazer stockholders vote:

• FOR the Merger Proposal (Proposal 1);

• FOR the Charter Amendment Proposal (Proposal 2);

• FOR the Governance Proposal (Proposal 3);

• FOR the First Nasdaq Proposal (Proposal 4);

• FOR the Second Nasdaq Proposal (Proposal 5)

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• FOR the Incentive Plan Proposal (Proposal 6); and

• FOR the Adjournment Proposal (Proposal 7).

Summary of Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the special meetings, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 39 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of Trailblazer and Cyabra to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of the Combined Company following consummation of the Business Combination.

Risks Related to Cyabra’s Business and the Industry in Which It Operates.

• Cyabra has a history of losses, anticipates continued operating losses in the future, and may not be able to achieve or maintain profitability. If Cyabra cannot achieve or maintain profitability, shareholders could lose all or part of their investment.

• Cyabra will require additional capital to support its business and objectives.

• Cyabra’s business depends on renewals of its subscription contracts.

• Cyabra faces competition, which may adversely affect its ability to add new customers, retain existing customers and grow its business.

• If Cyabra does not accurately predict, prepare for, and respond promptly to rapidly evolving technological and market developments and successfully manage changing customer needs, its competitive position and prospects will be harmed.

• Cyabra’s research and development may not generate revenue or yield expected benefits.

• Conditions in Israel could adversely affect Cyabra’s business.

• Cyabra’s business and operations have experienced significant growth in recent periods, and if it does not effectively manage any future growth or is unable to improve its systems, processes, and controls, its operating results could be adversely affected.

• Cyabra’s business depends, in part, on sales to governmental organizations, and significant changes in the contracting or fiscal policies of such governmental organizations could have an adverse effect on Cyabra’s business and results of operations.

• Issues in the development and use of AI, machine learning and data scraping in Cyabra’s software solution, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse effects to Cyabra’s business and operating results.

• Cyabra relies on third-party data centers, such as Amazon Web Services, to host and operate its platform and any disruption of or interference with Cyabra’s use of these facilities may negatively affect its ability to maintain the performance and reliability of its platform which could cause its business to suffer.

• Licensing of Cyabra’s software is dependent, in part, on the performance of third parties.

• If Cyabra is unable to attract, retain, and motivate its key technical, sales, and management personnel, its business could suffer.

Risks Related to Cyabra’s Intellectual Property

• Failure to protect and enforce Cyabra’s proprietary technology and intellectual property rights could substantially harm its business.

• Intellectual property disputes could result in significant costs and harm Cyabra’s business.

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• Cyabra may become subject to claims for remuneration or royalties for assigned service invention rights by its employees, which could result in litigation and adversely affect Cyabra’s business.

Risks Related to Cyabra’s Products and Technology

• Security breaches, computer malware, computer hacking, cyberattacks and other security incidents could harm Cyabra’s business, reputation, brand and operating results.

• Defects, errors, or vulnerabilities in Cyabra’s products or subscriptions, the failure of Cyabra’s products or subscriptions to block a virus or prevent a security breach or incident, misuse of its products, or risks of product liability claims could harm its reputation and adversely impact its operating results.

• Cyabra’s use of open source technology could impose limitations on its ability to commercialize its software.

Risks Related to Cyabra’s Legal or Regulatory Matters

• Cyabra is subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which can increase the cost of doing business, compliance risks and potential liability.

• Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governing Cyabra’s operations could subject it to penalties and other adverse consequences.

• Cyabra’s business may be affected by litigation and governmental investigations.

• Cyabra has received Israeli government grants for certain research and development activities. The terms of those grants require it to satisfy specified conditions as stipulated under the Israeli Encouragement of Research, Development and Technological Innovation in Industry Law, 5744-1984, the regulations promulgated thereunder and the IIA applicable rules and guidelines, including the terms of the specific grants received from the IIA (collectively, the “Innovation Law”).

Risks Related to Trailblazer and the Business Combination

• Trailblazer stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

• The holders of Founder Shares, including our officers and directors, have interests that are different, or in addition to (and which may conflict with), the interests of our public stockholders, and therefore a conflict of interest may have existed in determining whether the Business Combination is appropriate.

• The fairness opinion obtained by the Trailblazer Board does not and will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion.

• We may be forced to close the Business Combination even if the Trailblazer Board determines it is no longer in our stockholders’ best interest.

• Past performance by our management team or our Sponsor may not be indicative of future performance of an investment in Cyabra or the Combined Company.

• Trailblazer and Cyabra will incur significant costs in connection with the Business Combination.

• There are risks to our public stockholders who are not affiliates of the Sponsor of becoming stockholders of the Combined Company through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.

• The historical financial data for Cyabra and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

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• The ability of Trailblazer’s stockholders to exercise redemption rights with respect to a large number of shares of common stock may adversely affect the liquidity of our securities and adversely affect the liquidity of the Combined Company

• If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the Redemption Price received by public stockholders may be less than $10.00 per share.

• If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or a bankruptcy petition is filed against us, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

• Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

• We may not be able to complete the Business Combination if the Business Combination is considered by the authorities be subject to U.S. foreign investment regulations.

• If Trailblazer is deemed to be an investment company under the Investment Company Act, Trailblazer may be required to institute burdensome compliance requirements or liquidate and Trailblazer’s activities may be restricted.

Risks Relating to the Ownership of the Combined Company Common Stock following the Business Combination.

• The price of the Combined Company’s common stock may be volatile.

• Nasdaq may not list the Combined Company’s securities, and the Combined Company may not be able to comply with the continued listing standards of Nasdaq, which could limit investors’ ability to make transactions in the Combined Company’s securities and subject the Combined Company to additional trading restrictions.

• The Combined Company’s management team has minimal experience managing a public company.

• Insiders will continue to have substantial influence over the Combined Company’s after the Closing, which could limit your ability to affect the outcome of key transactions, including a change of control.

• Future sales, or the perception of future sales, of our common stock by us or our existing stockholders in the public market following the Closing could cause the market price for our common stock to decline.

• Each outstanding Right entitles the holder thereof to automatically receive one share of Combined Company Common Stock upon consummation of our initial business combination, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

• There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

• The Sponsor and Trailblazer’s directors and executive officers who hold Founder Shares may receive a positive return on the Founder Shares even if Trailblazer’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

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RISK FACTORS

Risks Related to Cyabra

Risks Related to Cyabra’s Business and the Industry in Which It Operates.

Cyabra has a history of losses, anticipates continued operating losses in the future, and may not be able to achieve or maintain profitability. If Cyabra cannot achieve or maintain profitability, shareholders could lose all or part of their investment.

Since Cyabra’s inception, it has generated substantial net losses as it has devoted its resources to the development of its technology. As of June 30, 2024, Cyabra had an accumulated deficit of approximately $23.8 million. For the years ended December 31, 2023 and December 31, 2022, Cyabra’s total comprehensive loss was $6.5 million and $6.1 million, respectively. Cyabra expects its operating losses to continue for the foreseeable future as it continues to invest in research and development and sales and marketing efforts. These efforts may be more costly than Cyabra expects, and it may not be able to generate sufficient revenue to offset its increased operating expenses. If Cyabra is unable to generate substantial revenue, it may never become profitable or be able to maintain any future profitability. If this were to occur, Cyabra’s shareholders could lose all or part of their investment.

Cyabra will require additional capital to support its business and objectives.

Until such time, if ever, as Cyabra can generate sufficient revenue to provide for its working capital needs, it expects to finance its working capital requirements through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that Cyabra raises additional capital through the sale of equity or convertible debt securities, the ownership interest of Cyabra’s shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of Cyabra’s ordinary shareholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting Cyabra’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If Cyabra raises additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, it may have to relinquish valuable rights to its technologies, future revenue streams, research programs or products, or grant licenses on terms that may not be favorable to Cyabra. If Cyabra is unable to raise additional funds through equity or debt financings or other arrangements when needed, it may be required to delay, limit, reduce or terminate its research and product development or its sales and marketing efforts, or grant rights to develop and market its products that it would otherwise prefer to develop and market itself, all of which could also impact its ability to continue as a going concern. The perception that Cyabra may not be able to continue as a going concern may cause others to choose not to deal with Cyabra due to concerns about its ability to meet its contractual obligations.

Cyabra’s business depends on renewals of its subscription contracts.

Subscription revenue accounts for a majority of Cyabra’s total revenues. Sales and renewals of subscription contracts may decline and fluctuate as a result of a number of factors, including customers’ level of satisfaction with Cyabra’s product, the frequency and severity of subscription outages, Cyabra’s product uptime or latency and reductions in Cyabra’s customers’ spending levels. Existing customers have no contractual obligation to, and may not, renew their subscription contracts after the completion of their initial contract period. Additionally, Cyabra’s customers may renew their subscription agreements for shorter contract lengths or on other terms that are less economically beneficial to Cyabra. In order for Cyabra to maintain or improve its operating results, it is important that its customers renew when the terms of their contracts expire. Customer renewal rates may be affected by a number of factors, including:

• Cyabra’s pricing or license terms and those of its competitors;

• Cyabra’s reputation for performance and reliability;

• new product releases by Cyabra or its competitors;

• customer satisfaction with Cyabra’s software or support;

• consolidation within Cyabra’s customer base;

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• availability of comparable software from Cyabra’s competitors;

• effects of global or industry specific economic conditions;

• Cyabra’s customers’ ability to continue their operations and spending levels; and

• other factors, a number of which are beyond Cyabra’s control.

If Cyabra’s customers fail to renew their subscription contracts or renew on terms that are less beneficial to Cyabra, Cyabra’s renewal rates may decline or fluctuate, which may harm its business.

In addition, because Cyabra recognizes subscription revenue over the term of the relevant subscription period, which generally range from several months to three years, a decline in subscription contracts in any one fiscal quarter will not be fully or immediately reflected in revenue in that fiscal quarter but will negatively affect its revenue in future fiscal quarters.

Cyabra faces competition, which may adversely affect its ability to add new customers, retain existing customers and grow its business.

Cyabra believes the market for disinformation detection services is competitive and subject to rapid technological changes. Cyabra primarily competes with third-party service providers and, to a certain extent, the in-house capabilities of its existing and potential future customers. Cyabra’s competitors include Logically, Inc., Blackbird.AI, Alethea Group, Inc., VineSight Technology Ltd. and Pyrra Technologies Inc.

Many of Cyabra’s competitors have greater financial, technical, marketing, sales, and other resources, greater name recognition, longer operating histories, and a larger base of customers than it does. They may be able to devote greater resources to the promotion and sale of products and services than Cyabra, and they may offer lower pricing than Cyabra does. Further, they may have greater resources for research and development of new technologies, the provision of customer support, and the pursuit of acquisitions. They may also have larger and more mature intellectual property portfolios and broader and more diverse product and service offerings, which allow them to leverage their relationships based on other products or incorporate functionality into existing products to gain business in a manner that discourages users from purchasing Cyabra’s products and subscriptions. Some competitors may have broader distribution and established relationships with distribution partners and end-customers.

Conditions in Cyabra’s market could change rapidly and significantly as a result of technological advancements, partnering or acquisitions by its competitors or continuing market consolidation. Cyabra’s competitors and potential competitors may be able to develop new or disruptive technologies, products, or services and leverage new business models that are equal or superior to those of Cyabra, achieve greater market acceptance of their products and services, disrupt Cyabra’s markets, and increase sales by utilizing different distribution channels than Cyabra. In addition, new and enhanced technologies continue to increase Cyabra’s competition. To compete successfully, Cyabra must accurately anticipate technology developments and deliver innovative, relevant, and useful products, services and technologies in a timely manner. Some of Cyabra’s competitors have made or could make acquisitions of businesses that may allow them to offer more directly competitive and comprehensive solutions than they had previously offered and adapt more quickly to new technologies and end-customer needs. Cyabra’s current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources.

These competitive pressures in Cyabra’s market or Cyabra’s failure to compete effectively may result in price reductions, fewer orders, reduced revenue and gross margins and loss of market share. If Cyabra is unable to compete successfully, or if competing successfully requires Cyabra to take aggressive pricing or other actions, its business, financial condition, and results of operations would be adversely affected.

If Cyabra does not accurately predict, prepare for, and respond promptly to rapidly evolving technological and market developments and successfully manage changing customer needs, its competitive position and prospects will be harmed.

The market for disinformation detection services has grown quickly and continues to evolve rapidly. If Cyabra fails to accurately predict, prepare for, and respond to rapidly evolving technological and market developments and successfully manage changing customer needs in a timely manner, its business will be harmed.

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Cyabra’s research and development may not generate revenue or yield expected benefits.

A key element of Cyabra’s strategy is to focus on innovation and invest in research and development to create new products and enhance its existing product offerings. Research and development projects can be technically challenging and expensive, and there may be delays between the time Cyabra incurs expenses and the time Cyabra is able to generate revenue, if any. Anticipated customer demand for any software Cyabra may develop could decrease after the development cycle has commenced, and Cyabra could be unable to avoid costs associated with the development of any such software. If Cyabra expends a significant amount of resources on research and development and its efforts do not lead to the timely introduction or improvement of software that is competitive in Cyabra’s current or future markets, it could harm Cyabra’s business. Cyabra’s development could be limited by government regulations affecting who it can hire, and what markets it can serve.

Conditions in Israel could adversely affect Cyabra’s business.

Cyabra is incorporated under the laws of the State of Israel, and many of Cyabra’s employees, including certain management members, operate from its office that is located in Tel Aviv, Israel. In addition, a substantial number of Cyabra’s officers and directors are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect Cyabra’s business and operations. In recent years, Israel has been engaged in sporadic armed conflicts with certain armed groups in the Gaza Strip, with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Israel faces threats from more distant neighbors, and in particular, Iran, which has threatened to attack Israel and which is believed to be developing nuclear weapons.

On October 7, 2023, the “Swords of Iron” war started between Israel and the terrorist organizations in the Gaza Strip, following a surprise attack on Israel led by certain armed groups in the Gaza Strip that included massacres, terrorism and crimes against humanity. This war is concentrated in the Gaza Strip which is along the southern region of the State of Israel, whereas the Hezbollah terrorist organization located in Lebanon has also engaged in hostilities. Israel has responded to the attacks against it with airstrikes and extensive mobilization of reserves. Some of these hostilities were accompanied by missiles being fired from the Gaza Strip and Lebanon against civilian targets in various parts of Israel, including areas in which Cyabra’s employees are located, and negatively affected business conditions in Israel. In addition, Iran fired missiles and drones at Israel.

Any hostilities involving Israel, including the recent hostilities between certain armed groups in the Gaza Strip and Israel which has resulted large number of missiles being fired at Israel, including major cities, such interruptions or curtailments of trade between Israel and its trading partners, could adversely affect Cyabra’s operations and results of operations. To the extent that key employees and potential employees are called up for active duty, Cyabra’s ability to operate may be impaired.

Cyabra’s commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, Cyabra cannot assure investors that this government coverage will be maintained or that it will sufficiently cover Cyabra’s potential damages. Any losses or damages incurred by Cyabra could have a material adverse effect on its business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm Cyabra’s results of operations.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on Cyabra’s results of operations, financial condition or the expansion of its business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect Cyabra’s business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, Cyabra’s business, financial condition, results of operations, and prospects.

In addition, many Israeli citizens are obligated to perform several weeks of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve

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duty call-ups in the future. Cyabra’s operations could be disrupted by such call-ups, which may include the call-up of members of its management. Such disruption could materially adversely affect its business, prospects, financial condition, and results of operations.

In addition, in 2023, the current Israeli government pursued extensive changes with respect to Israel’s judicial system. In response to such developments, individuals, organizations and financial institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or conduct business in Israel, as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in securities markets, and other changes in macroeconomic conditions. Such proposed changes may also adversely affect the labor market in Israel, or lead to political instability or civil unrest. To the extent that any of these negative developments do occur, they may have an adverse effect on Cyabra’s business, Cyabra’s results of operations and Cyabra’s ability to raise additional funds and to attract or retain qualified and skilled personnel. Cyabra can give no assurance that the political, economic and security situation in Israel will not have a material adverse impact on Cyabra’s business in the future.

Cyabra’s business and operations have experienced significant growth in recent periods, and if it does not effectively manage any future growth or is unable to improve its systems, processes, and controls, its operating results could be adversely affected.

Cyabra has experienced significant growth and increased demand for its software solution over the past few years, and the number of its customers has increased. The growth and expansion of Cyabra’s business places a significant strain on its management, operational, and financial resources. To manage any future growth effectively, Cyabra must continue to improve and expand its information technology and financial infrastructure, its operating and administrative systems and controls and its ability to manage headcount, capital, and processes in an efficient manner.

Cyabra may not be able to successfully implement, scale, or manage improvements to its systems, processes, and controls in an efficient or timely manner, which could result in material disruptions of its operations and business. In addition, Cyabra’s existing systems, processes, and controls may not prevent or detect all errors, omissions, or fraud. Cyabra may also experience difficulties in managing improvements to its systems, processes, and controls, or in connection with third-party software licensed to help Cyabra with such improvements. Any future growth would add complexity to Cyabra’s organization and require effective coordination throughout its organization. Failure to manage any future growth effectively could result in increased costs, disrupt Cyabra’s existing customer relationships, reduce demand for Cyabra’s solutions, or materially harm its business performance and operating results.

International operations expose Cyabra to risks inherent in international activities.

Cyabra faces risks in doing business internationally that could adversely affect its business, including:

• foreign exchange risk;

• import, export and sanctions restrictions and changes in trade regulation and agreements, including increased government limitations concerning sharing technology, end use, and end users and possible foreign government retaliation;

• sales and customer service challenges associated with operating in different countries;

• difficulties in staffing and managing foreign operations and working with foreign partners;

• different pricing environments, longer sales cycles, longer accounts receivable payment cycles, and collections issues;

• the campaign of boycotts, divestment and sanctions that has been undertaken against Israel;

• compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including the Committee on Foreign Investment in the United States (CFIUS), the Foreign Corrupt Practices Act of 1977 (FCPA), employment, ownership, trade, tax, privacy and data protection and artificial intelligence laws and regulations;

• limitations on enforcement of intellectual property rights;

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• social and political instability in a number of countries around the world, including the recent developments in the Middle East, and also including the threat of war, terrorist attacks in the United States or in Europe, the Middle East and Africa, epidemics or civil unrest;

• more restrictive or otherwise unfavorable government regulations affecting Israeli entities;

• increased financial accounting and reporting burdens and complexities;

• restrictions on the transfer of funds; and

• unstable regional, economic and political conditions.

Cyabra’s inability to manage any of these risks successfully, or to comply with these laws and regulations, could reduce its sales, affect its development and harm its business.

Cyabra’s business depends, in part, on sales to governmental organizations, and significant changes in the contracting or fiscal policies of such governmental organizations could have an adverse effect on Cyabra’s business and results of operations.

Cyabra’s future growth depends, in part, on increasing sales to governmental organizations. Demand from governmental organizations is often unpredictable, subject to budgetary uncertainty and typically involves long sales cycles. A significant focus of Cyabra’s business has been marketing to governmental organizations, but it cannot assure Cyabra’s shareholders that Cyabra will be able to maintain or grow its revenue from governmental organizations. Governmental sales are subject to a number of challenges and risks that may adversely impact Cyabra’s business.

Sales to such governmental organizations include, but are not limited to, the following risks:

• selling to governmental organizations can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale;

• governmental demand and payment for Cyabra’s solutions may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays in the governmental appropriations or procurement processes adversely affecting public sector demand for its solutions, including as a result of abrupt events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics;

• the attitude of governmental organizations towards Cyabra as a company, Cyabra’s technology or the capabilities that Cyabra offers, may change and reduce interest in Cyabra’s service as an acceptable solution;

• changes in the political environment, including before or after a change to the leadership within the governmental organization, can create uncertainty or changes in policy or priorities and reduce available funding for Cyabra’s services; and

• governmental organizations routinely investigate and audit contractors’ administrative processes, and any unfavorable audit could result in the governmental organization refusing to continue to subscribe to Cyabra’s solutions, which would adversely impact its revenue and results of operations, or institute fines or civil or criminal liability if the audit were to uncover improper or illegal activities.

The occurrence of any of the foregoing risks could cause governmental organizations to delay or refrain from subscribing to Cyabra’s solutions in the future or otherwise have an adverse effect on its business.

Issues in the development and use of AI, machine learning and data scraping in Cyabra’s software solution, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse effects to Cyabra’s business and operating results.

Cyabra incorporates machine learning and AI technologies in its software solution and intends to continue to add and improve its existing machine learning and AI technologies. AI technologies are complex and rapidly evolving. Cyabra faces significant competition from other companies as well as an evolving and uncertain regulatory landscape in relation to these technologies and “big data.” The development and use of AI technologies by Cyabra may result in

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new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns, or other complications that could adversely affect Cyabra’s business, reputation, or financial results. There are operational risks as well. For example, the algorithms that Cyabra uses may be flawed or may be based on datasets that are biased or insufficient. Similarly, any latency, disruption, or failure in Cyabra’s machine learning and AI technologies or infrastructure could result in delays or errors in Cyabra’s software solution.

Uncertainty around new and emerging AI technologies may require additional investment and increase Cyabra’s costs in the development, testing, deployment, and maintenance of machine learning models, development of new approaches and processes and development of appropriate policies, procedures, protections and safeguards, which may be costly and could impact Cyabra’s expenses. The development, marketing, and use of AI technologies presents emerging ethical and social issues, and if Cyabra enables or offers solutions that draw scrutiny or controversy due to their perceived or actual impact on customers, employees, content owners, or on society as a whole, it may experience brand or reputational harm, competitive harm, and/or legal liability.

The intellectual property ownership and license rights surrounding AI technologies, as well as data protection laws related to the use and development of AI, are currently not fully addressed by courts or regulators. The use or adoption of AI technologies in Cyabra’s software solutions may result in exposure to claims by third parties of copyright infringement or other intellectual property misappropriation, which may require Cyabra to pay compensation, license fees to third parties and/or cease use of certain content or data. The evolving legal, regulatory, and compliance framework for AI technologies may also impact Cyabra’s ability to protect its own data and intellectual property against infringing use.

Cyabra’s products and services rely to a certain extent on the usage of third party information gathering services and other automated process or other method to retrieve, index, “data mine” or “data scrape” third party websites or platforms in a manner that that the owner of such website or platform may contend that such activity violates such website’s or platform’s robot exclusion protocols, terms of service, terms of use, end-user agreement, or other contract. Such reliance may result in exposure to claims by such third parties or other persons, including data subjects and regulatory or enforcement bodies, of breach of contract, trespass, copyright infringement, intellectual property misappropriation or unfair competition, infringement of privacy rights or violation of other regulatory rules and statutes, which may require Cyabra to pay compensation, fines or other kinds of expenses, license fees to third parties, to handle legal disputes, incur reputational damage and/or cease use of certain content or data or encounter difficulties in accessing such content or data by virtue of legal mechanisms or technical measures adopted by third parties using anti-scraping technologies such as CAPTCHA systems or IP blocking.

The laws and regulations governing web scraping and data usage are evolving, and future changes to such legal framework could impose additional restrictions on our activities. Cyabra may be required to invest significant resources in adapting our practices to comply with new laws and regulations, and failure to do so could lead to penalties, fines or limitations and prohibitions which may be imposed on our business operations. Moreover, as concerns about data privacy and cybersecurity continue to rise, regulatory authorities are placing increased oversight on businesses that rely on scraping. As such, Cyabra may face investigations, audits or enforcement actions from regulators, leading to operational disruptions, fines or legal costs.

Cyabra relies on third-party data centers, such as Amazon Web Services, to host and operate its platform and any disruption of or interference with Cyabra’s use of these facilities may negatively affect its ability to maintain the performance and reliability of its platform which could cause its business to suffer.

Cyabra’s customers depend on the continuous availability of Cyabra’s platform. Cyabra currently hosts its platform and serves its customers using a mix of third-party data centers, primarily Amazon Web Services, Inc., or AWS. Consequently, Cyabra may be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of its direct control. Cyabra may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.

The following factors, many of which are beyond Cyabra’s control, can affect the delivery, availability, and the performance of its platform:

• the development and maintenance of the infrastructure of the internet;

• the performance and availability of third-party providers of cloud infrastructure services, such as AWS, with the necessary speed, data capacity and security for providing reliable internet access and services;

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• decisions by the owners and operators of the data centers where Cyabra’s cloud infrastructure is deployed to terminate its contracts, discontinue its services, shut down its operations or facilities, increase its prices, change its service levels, limit its bandwidth, declare bankruptcy or prioritize the traffic of other parties;

• physical or electronic break-ins, acts of war or terrorism, human error or interference (including by disgruntled employees, former employees or contractors) and other catastrophic events;

• cyberattacks, including denial of service attacks, targeted at Cyabra, its data centers, or the infrastructure of the internet;

• failure by Cyabra to maintain and update its cloud infrastructure to meet its data capacity requirements;

• errors, defects or performance problems in Cyabra’s software, including third-party software incorporated in its software;

• improper deployment or configuration of Cyabra’s solutions;

• the failure of Cyabra’s redundancy systems, in the event of a service disruption at one of its data centers, to provide failover to other data centers in its data center network; and

• the failure of Cyabra’s disaster recovery and business continuity arrangements.

The adverse effects of any service interruptions on Cyabra’s reputation, results of operations, and financial condition may be disproportionately heightened due to the nature of its business. Interruptions or failures in Cyabra’s service delivery could result in a cyberattack or other security threat to one of its customers during such periods of interruption or failure. Additionally, interruptions or failures in Cyabra’s service could affect its renewal rates, and harm its ability to attract new customers. The occurrence of any of these factors, or if Cyabra is unable to rapidly and cost-effectively fix such errors or other problems that may be identified, could damage its reputation, negatively affect its relationship with its customers or otherwise harm its business, results of operations and financial condition.

Licensing of Cyabra’s software is dependent, in part, on the performance of third parties.

Cyabra licenses its software primarily through its direct sales force. To a lesser extent, Cyabra has authorized certain resellers to market and sell its software to their customers. If these resellers are unable to successfully market Cyabra’s software, or become unstable, financially insolvent, or otherwise do not perform as Cyabra expects, Cyabra’s revenue growth from resellers could be negatively impacted.

If Cyabra is unable to attract, retain, and motivate its key technical, sales, and management personnel, its business could suffer.

Cyabra’s future success depends, in part, on its ability to continue to attract, retain, and motivate the members of its management team and other key employees. In particular, Cyabra is highly dependent on the services of its co-founders, Dan Brahmy, Yossef Daar and Ido Shraga. Cyabra relies on its leadership team in the areas of operations, security, marketing, sales, support, research and development, and general and administrative functions, and on individual contributors on its research and development team.

Competition for highly skilled personnel, particularly in software development, including in the areas of AI and machine learning, is often intense. Cyabra’s future performance depends on the continuing services and contributions of its senior management to execute on its business plan and to identify and pursue new opportunities and product innovations. If Cyabra is unable to hire, integrate, train, or retain the qualified and highly skilled personnel required to fulfill its current or future needs, its business, financial condition, and operating results could be harmed.

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Risks Related to Cyabra’s Intellectual Property

Failure to protect and enforce Cyabra’s proprietary technology and intellectual property rights could substantially harm its business.

The success of Cyabra’s business depends, in part, on its ability to protect and enforce its proprietary technology and intellectual property rights. Cyabra primarily relies on its unpatented proprietary technology and trade secrets. Despite Cyabra’s efforts to protect its proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them. The contractual provisions that Cyabra enters into with employees, consultants, partners, vendors and customers may not be sufficient to prevent unauthorized use or disclosure of its proprietary technology or trade secrets and may not provide an adequate remedy in the event of unauthorized use or disclosure of its proprietary technology or trade secrets.

Policing unauthorized use of Cyabra’s technologies, software and intellectual property is difficult, expensive and time-consuming. Cyabra may be unable to detect or determine the extent of any unauthorized use or infringement of its software, technologies or intellectual property rights.

From time to time, Cyabra may need to engage in litigation or other administrative proceedings to protect its intellectual property rights. Such litigation could result in substantial costs and diversion of resources and could negatively affect its business and revenue. If Cyabra is unable to protect and enforce its intellectual property rights, its business may be harmed.

Intellectual property disputes could result in significant costs and harm Cyabra’s business.

Intellectual property disputes may occur in the markets in which Cyabra competes. Many of Cyabra’s competitors are large companies with significant intellectual property portfolios, which they may use to assert claims of infringement, misappropriation or other violations of intellectual property rights against Cyabra or its customers. Any allegation of infringement, misappropriation or other violation of intellectual property rights by a third-party, even those without merit, could cause Cyabra to incur substantial costs defending against the claim, could distract Cyabra’s management from its business, and could cause uncertainty among its customers or prospective customers, all of which could have an adverse effect on its business or revenue.

Cyabra’s agreements may include provisions that require it to indemnify others for losses suffered or incurred as a result of its infringement of a third-party’s intellectual property rights, including certain of its customers.

An adverse outcome of a dispute or an indemnity claim may require Cyabra to:

• pay substantial damages;

• cease licensing Cyabra’s software or portions of it;

• develop non-infringing technologies;

• acquire or license non-infringing technologies; and

• make substantial indemnification payments.

Any of the foregoing or other damages could harm Cyabra’s business, decrease its revenue, increase its expenses or negatively impact its cash flow.

Cyabra may become subject to claims for remuneration or royalties for assigned service invention rights by its employees, which could result in litigation and adversely affect Cyabra’s business.

Under the Israeli Patent Law, 5727-1967 (the “Patent Law”), inventions conceived by an employee during and as a result of his or her employment with a company are regarded as “service inventions”, which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Patent Law also provides that if there is no agreement between an employer and an employee with respect to the employee’s right to receive compensation for such “service inventions”, the Israeli Compensation and Royalties Committee (the “Committee”), a body constituted under the Patent Law, will determine whether the employee is entitled to remuneration for service inventions developed by such employee and the scope and conditions for such

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remuneration. Case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patent Law.

Although Cyabra generally enters into assignment-of-invention agreements with its employees pursuant to which such individuals assign to it all rights to any inventions created during and as a result of their employment with Cyabra, Cyabra may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, Cyabra could be required to pay additional remuneration or royalties to its current and/or former employees, or be forced to litigate such claims, which could negatively affect its business.

Risks Related to Cyabra’s Products and Technology

Security breaches, computer malware, computer hacking, cyberattacks and other security incidents could harm Cyabra’s business, reputation, brand and operating results.

Security incidents have become more prevalent across industries and may occur on Cyabra’s systems. Security incidents may be caused by, or result in but are not limited to, security breaches, computer malware or malicious software, computer hacking, cyberattacks on Cyabra’s information systems, unauthorized access to confidential information, denial of service attacks, security system control failures in its own systems or from vendors Cyabra uses, email phishing, software vulnerabilities, social engineering, sabotage and drive-by downloads. Such security incidents, whether intentional or otherwise, may result from actions of hackers, criminals, nation states, vendors, employees or customers.

Cyabra is a highly automated business which relies on its network infrastructure and enterprise applications, third-party providers of cloud-based services, internal technology systems and website for development, marketing, operational, support and sales activities. A disruption or failure of these systems or in those of Cyabra’s external service providers, in the event of a major storm, earthquake, fire, telecommunications failure, cyberattack, government intervention, terrorist attack or other catastrophic event could cause system interruptions, reputational harm, delays in Cyabra’s product development and loss of critical data and could materially and adversely affect its ability to operate its business.

Cyabra also relies on the social media platforms and news sites to extract public data that helps Cyabra analyze patterns typical of fake profiles spreading harmful narratives, tracking the source and spread of information to measure its reach and impact. A disruption to the social media platforms and new sites could cause service disruptions, reputational harm and delays in the provision of Cyabra’s products and services to its customer base.

Cyabra may experience disruptions, data loss, outages and other performance problems on its systems due to service attacks, unauthorized access or other security related incidents. Any security breach or loss of system control caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss, modification or corruption of data, software, hardware or other computer equipment and the inadvertent transmission of computer malware could harm Cyabra’s business. A cybersecurity incident may occur on Cyabra’s systems, or third-party systems upon which it relies, which could disrupt Cyabra materially in the future.

In addition, some of Cyabra’s software may store and transmit customers’ confidential business information in its facilities and on its equipment, networks, corporate systems and in the cloud. Security incidents could expose Cyabra to litigation, remediation costs, increased costs for security measures, loss of revenue, damage to its reputation and potential liability. Cyabra’s customer data, corporate systems, and security measures may be compromised due to the actions of outside parties, employee error, malfeasance, third-party software, capacity constraints, a combination of these or otherwise and, as a result, an unauthorized party may obtain access to its data or its customers’ data. Outside parties may attempt to fraudulently induce Cyabra’s employees to disclose sensitive information in order to gain access to Cyabra’s customers’ data or Cyabra’s information. Cyabra must continuously examine and modify its security controls and business policies to address new threats, the use of new devices and technologies, and these efforts may be costly or distracting.

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Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, Cyabra may be unable to anticipate these techniques or implement sufficient control measures to defend against these techniques. Though it is difficult to determine what harm may directly result from any specific incident or breach, any failure to maintain confidentiality, availability, integrity, performance and reliability of Cyabra’s systems and infrastructure may harm its reputation and its ability to retain existing customers and attract new customers. If an actual or perceived security incident occurs, the market perception of the effectiveness of Cyabra’s security controls could be harmed, its brand and reputation could be damaged, it could lose customers, and it could suffer financial exposure due to such events or in connection with remediation efforts, investigation costs, regulatory fines and changed security control, system architecture and system protection measures.

Defects, errors, or vulnerabilities in Cyabra’s products or subscriptions, the failure of Cyabra’s products or subscriptions to block a virus or prevent a security breach or incident, misuse of its products, or risks of product liability claims could harm its reputation and adversely impact its operating results.

Because Cyabra’s products and subscriptions are complex, they have contained and may contain design or manufacturing defects or errors that are not detected until after their commercial release and deployment by our end-customers. For example, from time to time, certain of Cyabra’s end-customers have reported defects in Cyabra’s products related to performance, scalability, and compatibility. Additionally, defects may cause Cyabra’s products or subscriptions to be vulnerable to security attacks, cause them to fail to help secure networks, or temporarily interrupt end-customers’ networking traffic. Because the techniques used by computer hackers to access or sabotage networks change frequently and generally are not recognized until launched against a target, Cyabra may be unable to anticipate these techniques and provide a solution in time to protect its end-customers’ networks. In addition, due to the Russian invasion of Ukraine, there could be a significant increase in Russian cyberattacks against Cyabra. Furthermore, defects or errors in Cyabra’s subscription updates or its products could result in a failure to effectively update end-customers’ hardware and cloud-based products. Cyabra’s data centers and networks may experience technical failures and downtime or may fail to meet the increased requirements of a growing installed end-customer base, any of which could temporarily or permanently expose its end-customers’ networks, leaving their networks unprotected against the latest security threats. Moreover, Cyabra’s products must interoperate with its end-customers’ existing infrastructure, which often have varied specifications, utilize multiple protocol standards, deploy products from multiple vendors, and contain multiple generations of products that have been added over time. As a result, when problems occur in a network, it may be difficult to identify the sources of these problems.

The occurrence of any such problem in Cyabra’s products and subscriptions, whether real or perceived, could result in:

• expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors or defects or to address and eliminate vulnerabilities and in providing financial concessions;

• loss of existing or potential end-customers or channel partners;

• delayed or lost revenue;

• delay or failure to attain market acceptance;

• diversion of Cyabra’s resources;

• loss of competitive position;

• an increase in warranty claims compared with Cyabra’s historical experience, or an increased cost of servicing warranty claims, either of which would adversely affect Cyabra’s gross margins; and breach of contract claims or related liabilities, regulatory inquiries, investigations, or other proceedings, each of which may be costly and harm Cyabra’s reputation.

Further, Cyabra’s products and subscriptions may be misused by end-customers or third parties that obtain access to its products and subscriptions. For example, Cyabra’s products and subscriptions could be used to censor private access to certain information on the Internet. Such use of Cyabra’s products and subscriptions for censorship could result in negative press coverage and negatively affect Cyabra’s reputation.

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The limitation of liability provisions in Cyabra’s standard terms and conditions of sale may not fully or effectively protect it from claims as a result of federal, state, or local laws or ordinances, or unfavorable judicial decisions in the United States or other countries. The sale and support of Cyabra’s products and subscriptions also entails the risk of product liability claims. Although Cyabra may be indemnified by its third-party manufacturers for product liability claims arising out of manufacturing defects, because it controls the design of its products and subscriptions, it may not be indemnified for product liability claims arising out of design defects. While Cyabra maintains insurance coverage for certain types of losses, its insurance coverage may not adequately cover any claim asserted against it, if at all. In addition, even claims that ultimately are unsuccessful could result in Cyabra’s expenditure of funds in litigation, divert management’s time and other resources, and harm its reputation.

In addition, Cyabra’s classifications of application type, virus, spyware, vulnerability exploits, data, or URL categories may falsely detect, report, and act on applications, content, or threats that do not actually exist. This risk is heightened by the inclusion of a “heuristics” feature in Cyabra’s products and subscriptions, which attempts to identify applications and other threats not based on any known signatures but based on characteristics or anomalies which indicate that a particular item may be a threat. These false positives may impair the perceived reliability of Cyabra’s products and subscriptions and may therefore adversely impact market acceptance of Cyabra’s products and subscriptions and could result in damage to its reputation, negative publicity, loss of channel partners, end-customers and sales, increased costs to remedy any problem, and costly litigation.

Cyabra’s use of open source technology could impose limitations on its ability to commercialize its software.

Cyabra uses open source software in some of its software and expects to continue to use open source software in the future. Although Cyabra monitors its use of open source software to avoid subjecting its software to conditions to which it does not intend to be subject, it may face allegations from others alleging ownership of, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software, derivative works, or its proprietary source code that was developed using such software. These allegations could also result in litigation. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on Cyabra’s ability to commercialize its software. In such an event, Cyabra may be required to seek licenses from third parties to continue commercially offering its software, to make its proprietary code generally available in source code form, to re-engineer its software or to discontinue the sale of its software if re-engineering could not be accomplished on a timely basis, any of which could adversely affect its business and revenue.

The use of open source software subjects Cyabra to a number of other risks and challenges. Open source software is subject to further development or modification by anyone. Others may develop such software to be competitive with or no longer useful by Cyabra. It is also possible for competitors to develop their own solutions using open source software, potentially reducing the demand for Cyabra’s software. If Cyabra is unable to successfully address these challenges, its business and operating results may be adversely affected, and its development costs may increase.

Risks Related to Cyabra’s Legal or Regulatory Matters

Cyabra is subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which can increase the cost of doing business, compliance risks and potential liability.

In the ordinary course of Cyabra’s business, Cyabra collects, uses, transfers, stores, maintains and otherwise processes certain sensitive and other personal information regarding its employees, and contact information of its customers and service providers, and public data available on the social media platforms and news sites, which may include certain sensitive and other personal information, which is subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity. Ensuring that Cyabra’s collection, use, transfer, storage, maintenance and other processing of personal information complies with applicable laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity in relevant jurisdictions can increase operating costs, impact the development of new systems, and reduce operational efficiency. Global legislation, enforcement, and policy activity in this area is rapidly expanding and creating a complex regulatory compliance environment. Any actual or perceived mishandling or misuse of the personal information by Cyabra or a third party with which Cyabra is affiliated, including payrolls providers and other service providers that

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have access to sensitive and other personal information, could result in litigation, regulatory fines, penalties or other sanctions, damage to Cyabra’s reputation, disruption of its business activities, and significantly increased business and cybersecurity costs or costs related to defending legal claims.

Internationally, many jurisdictions have established data privacy and cybersecurity legal frameworks with which Cyabra may need to comply. For example, the EU has adopted the General Data Protection Regulation (“GDPR”), which requires covered businesses to comply with rules regarding the processing of personal data, including its use, protection and the ability of persons whose personal data is processed to access, to correct or delete personal data about themselves. Failure to meet GDPR requirements could result in penalties of up to 4% of annual worldwide turnover or EUR 20 million (UK£17.5 million) (whichever is the greater). Additionally, the U.K. General Data Protection Regulation (“U.K. GDPR”) (i.e., a version of the GDPR as implemented into U.K. law) went into effect following Brexit. While the GDPR and the U.K. GDPR are substantially the same, going forward there is increasing risk for divergence in application, interpretation and enforcement of the data privacy and cybersecurity laws and regulations as between the EU and the United Kingdom, which may result in greater operational burdens, costs and compliance risks. Additionally, the GDPR and the U.K. GDPR include certain limitations and stringent obligations with respect to the transfer of personal data from the EU and the United Kingdom to third countries (including the United States), and the mechanisms to comply with such obligations are also in considerable flux and may lead to greater operational burdens, costs and compliance risks. Loss of Cyabra’s ability to transfer personal data from the E.U. and/or U.K. may require Cyabra to increase its data processing capabilities in those jurisdictions at significant expense. There are substantial fines and penalties associated with infringement of the GDPR.

In addition, in Israel, the Privacy Protection Law, 5741-1981, and the regulations enacted thereunder, including without limitation the Privacy Protection Regulations (Data Security), 5777-2017 (“Data Security Regulations”), as well as guidelines issued by the Israeli Privacy Protection Authority (collectively, the “PPL”), impose obligations and restrictions with respect to the manner certain personal data is processed, maintained, transferred, disclosed, accessed and secured. Failure to comply with certain provisions of the PPL may expose Cyabra to administrative fines, civil claims (including class actions) and in certain cases criminal liability. In addition, breaches of the PPL discovered by the Israeli Privacy Protection Authority’s inspection unit may be published on the Israeli Privacy Protection Authority’s website and are often reported in the media, which may result in negative publicity. An amendment to the Privacy Protection Law, 5741-1981, which was recently published and will come into effect in August 2025, aims to strengthen privacy protection in Israel by aligning Israeli law with similar regulations worldwide, particularly the GDPR, redefining key terms, establishing a new obligation to appoint a data protection officer in certain cases, and significantly expanding the enforcement powers and tools available to the Privacy Protection Authority and courts, with the aim of creating effective enforcement mechanisms and deterrence against non-compliance with the law and applicable security regulations. The Israeli Privacy Protection Authority may initiate certain administrative inspection proceedings, from time to time, without any suspicion of any particular breach of the PPL, as it has done in the past with respect to many Israeli companies in various business sectors. In addition, to the extent that any administrative supervision procedure is initiated by the Israeli Privacy Protection Authority and reveals certain irregularities with respect to Cyabra’s compliance with the PPL, in addition to Cyabra’s exposure to administrative fines, civil claims (including class actions) and in certain cases criminal liability, Cyabra may also need to take certain remedial actions to rectify such irregularities, which may increase Cyabra’s costs.

Cyabra is also subject to the rules and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity. Moreover, the United States Congress has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which Cyabra may be subject if passed. Data privacy and cybersecurity are also areas of increasing state legislative focus and Cyabra is, or may in the future become, subject to various state laws and regulations regarding data privacy and cybersecurity. For example, the California Consumer Protection Act of 2018 (the “CCPA”), which became effective on January 1, 2020, applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds. The CCPA gives California residents certain rights with respect to personal information collected about them. Further, effective in most material respects starting on January 1, 2023, the California Privacy Rights Act (“CPRA”) (which was passed via a ballot initiative as part of the November 2020 election) significantly modified the CCPA, including by expanding California residents’ rights with respect to certain sensitive personal information. Other states where Cyabra does business, or may in the future do business, or from which Cyabra otherwise collects, or may in the future otherwise collect, personal information of residents have adopted or are considering adopting similar laws. Laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to consumers whose

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personal information has been disclosed as a result of a data breach. It remains unclear how the regulators, courts or commercial parties will interpret these state laws, and compliance with various regulations may be difficult and increase Cyabra’s costs of maintaining regulatory compliance. These state laws are not consistent, as certain state laws and regulations may be more stringent, broader in scope, or offer greater individual rights, with respect to personal information than international, federal or other state laws and regulations, and such laws and regulations may differ from each other, which may complicate compliance efforts and increase compliance costs. The interpretation and application of international, federal and state laws and regulations relating to data privacy and cybersecurity are often uncertain and fluid and may be interpreted and applied in a manner that is inconsistent with Cyabra’s data practices. Cyabra may also from time to time be subject to, or face assertions that it is subject to, additional obligations relating to personal information by contract or due to assertions that self-regulatory obligations or industry standards apply to its business practices.

Further, while Cyabra strives to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rules and industry standards, Cyabra cannot ensure that its privacy policies and other statements regarding its practices will be sufficient to protect it from claims, proceedings, liability or adverse publicity relating to data privacy or cybersecurity. Although Cyabra endeavors to comply with its privacy policies, it may at times fail to do so or be alleged to have failed to do so. The publication of Cyabra’s privacy policies and other documentation that provide promises and assurances about privacy and cybersecurity can subject Cyabra to potential federal or state action if they are found to be deceptive, unfair, or misrepresentative of Cyabra’s actual practices. Although Cyabra devotes significant resources to its cybersecurity programs and has implemented commercially reasonable security measures to protect its systems and to prevent, detect and respond to cybersecurity incidents, as these security threats continue to evolve, Cyabra may be required to devote additional resources to protect, prevent, detect and respond against system disruptions and security breaches. There can be no assurance that Cyabra’s efforts to mitigate these risks will prevent these threats.

Any failure or perceived or inadvertent failure by Cyabra to comply with its privacy policies, or existing or new laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal information, may result in substantial costs, time and other resources, orders to stop or modify the alleged non-compliant activity, proceedings or actions against Cyabra by governmental entities or others, legal liability, audits, regulatory inquiries, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could harm Cyabra’s reputation, distract its management and technical personnel, increase its costs of doing business, adversely affect the demand for its systems, and ultimately result in the imposition of liability, any of which could have a material adverse effect on its business, financial condition and results of operations.

Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governing Cyabra’s operations could subject it to penalties and other adverse consequences.

Cyabra is subject to anti-bribery, anti-corruption and anti-money laundering laws and regulations including the U.S. Foreign Corrupt Practices Act (“FCPA”), the Israeli Penal Law 5737-1977 (“Penal Law”) and other anti-corruption, anti-bribery, and anti-money laundering laws in the jurisdictions in which Cyabra does business from time to time, both domestic and abroad. These laws generally prohibit Cyabra and its employees from improperly influencing government officials in order to obtain or retain business, direct business to any person or gain any improper advantage. The FCPA, the Penal Code and similar applicable anti-bribery and anti-corruption laws also prohibit Cyabra’s third-party business partners, representatives and agents from engaging in corruption and bribery. Cyabra and its third-party business partners, representatives and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. Cyabra may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, Cyabra’s employees, representatives, contractors, channel partners and agents, even if Cyabra does not explicitly authorize such activities. These laws also require that Cyabra keeps accurate books and records and maintains internal controls and compliance procedures designed to prevent any such actions.

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Cyabra is also subject to other laws and regulations governing international operations, including regulations administered by the governments of the U.S. and Israel, and authorities in the European Union, including applicable export control regulations, economic sanctions and embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currency exchange regulations, collectively referred to as the Trade Control laws.

Any violation of the FCPA, the Penal Code or other applicable anti-bribery, anti-corruption laws and anti-money laundering laws including Trade Control laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from government contracts, substantial diversion of management’s attention, drop in stock price or overall adverse consequences to Cyabra’s business, all of which may have an adverse effect on Cyabra’s reputation, business, financial condition, and results of operations.

Cyabra’s business may be affected by litigation and governmental investigations.

Cyabra may from time to time receive inquiries and subpoenas and other types of information requests from governmental authorities and others and it may become subject to claims and other actions related to its business activities. While the ultimate outcome of investigations, inquiries, information requests and legal proceedings is difficult to predict, defense of litigation claims can be expensive, time-consuming, and distracting, and adverse resolutions or settlements of those matters may result in, among other things, modification of Cyabra’s business practices, costs and significant payments, any of which could have a material adverse effect on its business, financial condition, results of operations and prospects.

Cyabra has received Israeli government grants for certain research and development activities. The terms of those grants require it to satisfy specified conditions as stipulated under the Innovation Law).

Cyabra received government grants from the Israeli Innovation Authority, also known as the IIA, formerly known as the Office of the Chief Scientist of the Ministry of Economy and Industry, or the OCS, for certain of its research and development activities. When a company develops know-how, technology or products using grants from the IIA, it is subject to certain requirements and restrictions imposed under the Innovation Law which, inter alia, restrict such company’s ability to perform or outsource manufacturing outside of Israel, grant licenses for R&D purposes or otherwise transfer inside and outside of Israel the know-how resulting, directly or indirectly, in whole or in part, in accordance with or as a result of, research and development activities made according to IIA programs, as well as any rights associated with such know-how (including later developments, which derive from, are based on, or constitute improvements or modifications of such know-how) (collectively, the “IIA Funded Know-How”).

Amongst other things, the discretionary approval of an IIA committee would be required for any transfer or license for R&D purposes to third parties inside or outside of Israel of IIA Funded Know-How and/or for the transfer outside of Israel of manufacturing or manufacturing rights with respect to IIA-funded products. Cyabra may not receive those approvals in the future.

Further, such transfer or license for R&D purposes of IIA Funded Know-How outside of Israel may require payment to the IIA of amounts which are calculated in accordance with certain formulas included in the IIA’s rules.

Therefore, the net consideration available to Cyabra’s shareholders in certain transactions (such as a merger or similar change of control transaction) involving the transfer outside of Israel of IIA Funded Know-How, or in transactions involving the licensing of IIA Funded Know-How for R&D purposes to a non-Israeli entity, may be reduced by any amounts that Cyabra may be required to pay to the IIA.

Furthermore, under the Innovation Law, IIA funded companies are required to pay the IIA royalties at rates which are determined under the IIA’s rules and guidelines from any income deriving from products (and related know-how and services) developed (in all or in part), directly or indirectly, as a result of, an IIA approved program or deriving therefrom, up to the aggregate amount of the total grants received by the IIA, plus Annual Interest for a File (as such term is defined in the IIA’s rules and guidelines). Under the terms of the grants received, Cyabra is required to pay royalties of 3% from any income deriving from IIA funded products and related know-how and services, up to the aggregate amount of the total grants received by the IIA, plus Annual Interest for a File (as such term is defined in the IIA’s rules and guidelines). As of August 6, 2024, the total grants that Cyabra received from the IIA, amount to approximately $719 thousand and paid the IIA royalties in an amount of $119,546. Therefore, Cyabra’s theoretical debt towards the IIA as of August 6, 2024 is in an amount of $685,615 (including the accumulated interest to date). The restrictions under the Innovation Law continue to apply even after payment of the full amount of royalties payable pursuant to the grants.

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If Cyabra fails to satisfy certain conditions of the Innovation Law, it may be required to refund the amounts of the grants previously received, together with interest and penalties, and may become subject to criminal charges and financial sanctions. In addition, the government of the State of Israel may from time-to-time audit sales of products which it claims incorporate IIA Funded Know-How and this may lead to additional royalties being payable on additional product candidates and may subject such products to the IIA’s restrictions and obligations. It shall be noted however that the government of the State of Israel does not own intellectual property rights in technology developed using the IIA funding. For more information regarding such restrictions please see “Information About Cyabra — Research and Development.”

Risks Related to Trailblazer and the Business Combination

Unless the context otherwise requires, all references in this subsection to (i) “we,” “us,” or “Trailblazer” refer to Trailblazer prior to the consummation of the Business Combination, (ii) “Combined Company” is to Trailblazer and its subsidiaries after consummation of the Business Combination, and (iii) “Cyabra” is to Cyabra prior to the consummation of the Business Combination.

Trailblazer stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of the shares to the Cyabra shareholders, current Trailblazer stockholders’ percentage ownership will be diluted. All expected members of the Combined Company’s Board after the completion of the Business Combination will be directors nominated by Cyabra.

The percentage of the Combined Company’s Common Stock that will be owned by current Trailblazer stockholders as a group will vary based on the number of Trailblazer Public Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of current Trailblazer stockholders under different redemption levels, based on the number of issued and outstanding shares of Trailblazer common stock and Cyabra capital stock on November 5, 2024, and based on the merger consideration, current Trailblazer stockholders (including the Sponsor and directors and executive of Trailblazer ), as a group, will own (1) if there are no further redemptions of Trailblazer Public Shares, 26.2% of the Combined Company’s common stock (including shares underlying Public Rights) expected to be outstanding immediately after the Business Combination (on a fully diluted basis) or (2) if there is the maximum level of redemption of the Trailblazer Public Shares, approximately 6.9% of the Combined Company’s common stock (owing to the issuance of shares underlying Public Rights) expected to be outstanding immediately after the Business Combination (on a fully diluted basis). Because of this, current Trailblazer stockholders, as a group, will have less influence on the board of directors, management and policies of the Combined Company than they now have on the board of directors, management and policies of Trailblazer.

The following summarizes the pro forma ownership of the Common Stock of the Combined Company immediately following the Business Combination under two redemption scenarios.

	No Additional Redemptions(1)			Maximum Redemptions(2)
	Shares	%		Shares	%
Trailblazer Public Shareholders(3)	2,379,616	20.3	%	—	0.0	%
Cyabra Equity holders	6,008,102	51.2	%	6,008,102	60.3	%
PIPE Investors	—	0.0	%	600,000	6.0	%
Sponsor	2,119,500	18.0	%	2,119,500	21.3	%
Advisor Shares	105,000	0.9	%	105,000	1.1	%
Key Employee Shares	400,000	3.4	%	400,000	4.0	%
Shares Underlying Public Rights(4)	690,000	5.9	%	690,000	6.9	%
Shares Underlying Private Rights(5)	39,450	0.3	%	39,450	0.4	%
Total Shares at Closing (excluding shares below)	11,741,668	100.00	%	9,962,052	100.00	%
Total Diluted Shares at Closing (including shares above)(6)	15,733,566			13,953,950

____________

(1) Assumes that, after the September Redemptions, no Trailblazer Public Shareholders exercise redemption rights with respect to their shares of Trailblazer Class A Common Stock for a pro rata share of the funds in the Trust Account.

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(3) Pursuant to an advisory agreement entered into in September 2022 with LifeSci Capital LLC (“LifeSci”), further amended in March 2023.

(4) Assumes the issuance of 690,000 shares of Holdings Common Stock upon conversion of the Public Rights.

(5) Assumes the issuance of 39,450 shares of Holdings Common Stock upon conversion of the Private Rights.

(6) Diluted shares at Closing includes 3,991,898 of shares representing Cyabra warrants, options and Earnout Shares.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Trailblazer public stockholders’ vote.

The Sponsor has agreed to, among other things, vote any shares of Trailblazer common stock owned by them in favor of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor owns, in the aggregate, approximately 47.1% of the issued and outstanding shares of Trailblazer common stock. As a result, Trailblazer would need only 130,059 of the 2,379,616 Public Shares outstanding to be voted in favor of the Business Combination in order to have such transaction approved (assuming that only a quorum was present at the meeting). Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Initial Stockholder agreed to vote its Founders Shares in accordance with the majority of the votes cast by Trailblazer’s public stockholders.

Since the holders of Founder Shares, including our officers and directors, have interests that are different, or in addition to (and which may conflict with), the interests of our public stockholders, a conflict of interest may have existed in determining whether the Business Combination with Cyabra is appropriate as our initial business combination. Such interests include that such holders may lose their entire investment in us if our business combination is not completed.

When you consider the recommendation of the Trailblazer Board in favor of approval of the Business Combination and the proposals to be considered at the Special Meeting, you should keep in mind that Sponsor Related Parties have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include:

• our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until six months after the completion of our initial business combination;

• based on the difference in the purchase price of $25,000 (or approximately $0.01per share) that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per public unit sold in the Trailblazer IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the closing of a business combination falls below the price initially paid for the public units in the Trailblazer IPO and the public investors experience a negative rate of return following the closing of a business combination, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement;

• the fact that Sponsor paid an aggregate of $25,000 (or approximately $0.01per share) for the 1,725,000 Founders Shares and such securities may have a value of $19.2 million at the time of a business combination (based on a market price of $11.10 per share of Trailblazer Common Stock on November 5, 2024). Therefore, the Sponsor could make a substantial profit after the initial business combination even if public investors experience substantial losses, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement. Further, the Founder Shares have no redemption rights upon Trailblazer’s liquidation and will be worthless if no business combination is effected;

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Name and Title of Person		Number of Founder Shares (deemed)
Scott Burell, CFO		15,000
Olga Castells, Independent Director		10,000
Barak Avitbul, Independent Director		10,000
Patrick Donovan, Independent Director		12,500

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These interests may influence Trailblazer’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

The fairness opinion obtained by the Trailblazer Board does not and will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion.

Roth has provided a fairness opinion to the Trailblazer Board stating that, as of the date of such opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on review undertaken, and other matters considered by Roth in preparing such opinion, the Base Purchase Price (as defined in such opinion) to be paid by Trailblazer to the Cyabra shareholders pursuant to the Merger Agreement is fair from a financial point of view to the holders of Trailblazer Class A Common Stock, without giving effect to any impact of the Business Combination on any particular holder of Trailblazer Class A Common Stock other than in its capacity as a holder of such stock. The written opinion of Roth is attached as Annex E to this proxy statement/prospectus and is incorporated by reference herein.

Roth’s opinion does not and will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion, including changes in the operations and prospects of Trailblazer or Cyabra, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of Trailblazer and Cyabra and on which the fairness opinion was based, and that may alter the value of Trailblazer and Cyabra or the prices of Trailblazer Class A Common Stock or Cyabra Common Stock prior to consummation of the Business Combination. The value of the Trailblazer Class A Common Stock has fluctuated since, and could be materially different from its value as of, the date of Roth’s opinion, and Roth’s opinion does not address the prices at which Trailblazer Class A Common Stock, Trailblazer Class B Common Stock, Trailblazer Units or other securities or financial instruments of or relating to Trailblazer may trade. The opinion does not speak as of the time the Business Combination will be completed or as of any date other than the date of such opinion. Trailblazer does not anticipate asking Roth to update Roth’s opinion, and Roth does not have an obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events that may have occurred or may occur after the date of the opinion. The lack of a new or updated third-party fairness opinion may lead to an increased number of Trailblazer stockholders who vote against the Business Combination or demand redemption of their Class A Common Stock, which could potentially impact Trailblazer’s ability to consummate the Business Combination, or if Trailblazer is able to consummate the Business Combination, high redemptions will impact the amount of capital the Combined Company has to execute on its business plans as set forth in this proxy statement/prospectus.

We may be forced to close the Business Combination even if the Trailblazer Board determines it is no longer in our stockholders’ best interest.

Our public stockholders are protected from a material adverse event of Cyabra arising between the date of the Merger Agreement and the Closing primarily by the right to redeem their Trailblazer Public Shares for a pro rata portion of the funds held in the Trust Account in accordance with the procedures described elsewhere in this proxy statement. If a material adverse event were to occur with respect to Cyabra prior to consummation of the Business Combination but after obtaining the requisite approvals of our stockholders at the Special Meeting (which would also be after the deadline for our public stockholders’ election to redeem their Trailblazer Public Shares), we may be forced to close the Business Combination even if we were to determine it is no longer in our stockholders’ best interest to do so (as a result of such material adverse event) which could have a significant negative impact on our business, financial condition or results of operations.

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If the conditions to the Merger Agreement are not satisfied or waived, the Business Combination may not occur.

Even if the Business Combination is approved by our stockholders, the Merger Agreement contains specified conditions that must be satisfied or waived (to the extent any such condition can be waived) before Trailblazer and Cyabra are obligated to complete the Business Combination, which conditions are described in more detail in the section titled “Proposal No. 1 — The Merger Proposal — The Merger Agreement.” Trailblazer and Cyabra may not satisfy all of the closing conditions in the Merger Agreement, and in such event, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver. Any such delay could adversely impact some or all of the intended benefits of the Business Combination, and if such conditions are not satisfied or waived prior to the Outside Date, in certain circumstances, Trailblazer and Cyabra will be entitled to terminate the Merger Agreement.

Trailblazer’s ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Cyabra, all of whom Trailblazer expects to stay with the Combined Company following the Closing. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

Trailblazer’s ability to successfully effect the Business Combination and Cyabra’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Cyabra. Although Trailblazer expects key personnel to remain with the Combined Company following the Business Combination, there can be no assurance that they will do so. It is possible that Cyabra or the Combined Company will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Combined Company. Furthermore, following the Closing, certain of the key personnel of Cyabra who will become the management of the Combined Company may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the Combined Company to have to expend time and resources helping them become familiar with such requirements.

The exercise of discretion by our directors and officers in agreeing to changes in the terms of the Merger Agreement, consenting to actions taken or proposed to be taken by Cyabra or waivers of the conditions to Trailblazer’s obligation to consummate the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Trailblazer’s stockholders’ best interest.

In the period leading up to the Closing, events may occur that would require Trailblazer to agree to amend the Merger Agreement, to consent to certain actions taken or proposed to be taken by Cyabra or to waive one or more rights of Trailblazer under the Merger Agreement, including waivers to the conditions to our obligation to consummate the Business Combination. In such event and subject to our Current Charter and applicable laws, the Trailblazer Board could determine to agree to such amendments, grant such consents or waive such rights. The existence of financial and personal interests of one or more of our directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interest of Trailblazer and its stockholders and what he, she or they may believe is their own best interest in determining whether or not to Trailblazer agrees to such amendments, grants such consents or waives such rights or conditions. As of the date of this proxy statement/prospectus, we do not expect there will be any such amendments, consents or waivers prior to consummation of the Business Combination.

Past performance by any member or members of our management team, any of their respective affiliates, or our Sponsor may not be indicative of future performance of an investment in Cyabra or the Combined Company.

Past performance by any member or members of our management team or any of their respective affiliates, including our Sponsor, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of any member or members of our management team, any of their respective affiliates, our Sponsor or any of the foregoing’s related investment’s performance, as indicative of the future performance of an investment in Cyabra or the Combined Company or the returns Cyabra or the Combined Company will, or is likely to, generate going forward.

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Trailblazer and Cyabra will incur significant transaction and transition costs in connection with the Business Combination.

Trailblazer and Cyabra have both incurred and expect to incur significant, non-recurring costs in connection with the Business Combination and the Combined Company’s operation as a public company following the consummation of the Business Combination. Trailblazer and Cyabra may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination, including legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by the Combined Company upon consummation of the Business Combination.

The announcement of the proposed Business Combination could disrupt Cyabra’s relationships with its customers, business partners and others, as well as its (and consequently the Combined Company’s) operating results and business generally.

Whether or not the Business Combination is consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Cyabra’s (and consequently the Combined Company’s) business include the following:

• its employees may experience uncertainty about their future roles, which could adversely affect Cyabra’s ability to retain and hire key personnel and other employees;

• customers, business partners and other parties with which Cyabra maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Cyabra, or fail to extend an existing relationship with Cyabra; and

• Cyabra has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Cyabra’s (and consequently the Combined Company’s) results of operations and cash available to fund its business.

After consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Cyabra has identified all material issues or risks associated with Cyabra, its business or the industry in which it operates, or that factors outside of Cyabra’s and our control will not later arise. Furthermore, even if our due diligence has identified certain issues or risks, unexpected issues and risks may arise and previously identified issues and risks may materialize in a manner that is not consistent with our preliminary risk analysis. As a result, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. If any of these issues or risks materialize, it could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or the Combined Company. Additionally, we have no indemnification rights against Cyabra under the Merger Agreement and substantially all of the merger consideration will be delivered at the Closing.

Accordingly, any Trailblazer stockholders or unit holders who choose to remain stockholders of the Combined Company following the Business Combination could suffer a reduction in the value of their shares, rights and units. Such stockholders or unit holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement relating to the Business Combination contained an actionable material misstatement or material omission.

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There are risks to our public stockholders who are not affiliates of the Sponsor of becoming stockholders of the Combined Company through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.

Our stockholders should be aware that there are risks associated with Cyabra becoming publicly traded through a business combination with Trailblazer (a special purpose acquisition company) instead of through an underwritten offering, including that investors will not receive the benefit of any independent review of Cyabra’s finances and operations, including its projections.

Underwritten public offerings of securities are subject to a due diligence review of the issuer by the underwriters to satisfy duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (FINRA) and the rules of the national securities exchange on which such securities will be listed. Additionally, underwriters conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering and undertake a due diligence review process in order to establish a due diligence defense against liability for claims under the federal securities laws. Our stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type typically performed by underwriters in a public securities offering. While sponsors, private investors and management in a business combination undertake financial, legal and other due diligence, it is not necessarily the same review or analysis that would be undertaken by underwriters in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus.

Because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of Combined Company Common Stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of Combined Company Common Stock or helping to stabilize, maintain or affect the public price of Combined Company Common Stock following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with Combined Company Common Stock that will be outstanding immediately following the Closing. All of these differences from an underwritten public offering of the Combined Company’s securities could result in a more volatile price for Combined Company Common Stock.

There could also be more volatility in the near-term trading of the Combined Company’s securities following the consummation of the Business Combination as compared to an underwritten public offering of its common stock, including as a result of the lack of a lock-up agreement between any underwriter and certain investors.

In addition, the Sponsor, certain members of the Trailblazer Board and its officers, as well as their respective affiliates and permitted transferees, have interests in the proposed transactions that are different from or are in addition to those of holders of the Combined Company’s securities following completion of the Business Combination, and that would not be present in an underwritten public offering of the Combined Company’s securities. Such interests may have influenced the Trailblazer Board in making their recommendation that Trailblazer stockholders vote in favor of the approval of the Merger Proposal and the other proposals described in this proxy statement/prospectus. See sections titled “Executive Officers and Directors of Trailblazer — Conflicts of Interest,” “Interests of Trailblazer’s Directors and Officers and Others in the Business Combination” and “Certain Relationships and Related Person Transactions — Certain Relationships and Related Person Transactions — Trailblazer.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if the Combined Company became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

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The historical financial data for Cyabra and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

The historical financial data for Cyabra included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have achieved as a standalone the Combined Company during the periods presented or those that the Combined Company will achieve in the future. This is primarily the result of the following factors: (i) the Combined Company will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) the Combined Company’s capital structure will be different from that reflected in Cyabra’s historical financial statements. The Combined Company’s financial condition and future results of operations could be materially different from amounts reflected in its and Cyabra’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare the Combined Company’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Trailblazer being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Cyabra on the Closing Date and the number of Trailblazer common stock that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of the Combined Company’s future operating or financial performance. The Combined Company’s actual financial condition and results of operations may vary materially from pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The ability of Trailblazer’s stockholders to exercise redemption rights with respect to a large number of shares of common stock may adversely affect the liquidity of our securities and adversely affect the liquidity of the Combined Company

In connection with the Business Combination, holders of our Trailblazer Public Shares may request that we redeem all or a portion of such shares for cash. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our Trailblazer Public Shares may adversely affect the liquidity of our common stock. As a result, you may be unable to sell your common stock even if the market price per share is higher than the per-share redemption price paid to public shareholders who elect to redeem their shares.

In addition, in the case of a significant number of redemptions, the aggregate cash held by the Combined Company after the Closing may not be sufficient to allow us to operate and pay our bills as they become due. Furthermore, the exercise of redemption rights with respect to a large number of our Trailblazer Public Shares may prevent us from taking actions as may be desirable in order to optimize the capital structure of the Combined Company after consummation of the Business Combination and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination during the Completion Window. If we are unable to effect an initial business combination during the Completion Window, we will be forced to liquidate and our Rights will expire worthless.

Trailblazer is a blank check company, and as Trailblazer has no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by September 30, 2025, the current expiration of the Completion Window. Unless Trailblazer amends their Current Charter and certain other agreements into which Trailblazer has entered to extend its life, and does not complete an initial business combination by September 30, 2025, Trailblazer will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Trailblazer Public Shares for a pro rata portion of the funds held in the Trust Account, which redemption will completely extinguish public

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stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. At such time, the rights will expire and holders of the rights will receive nothing upon a liquidation with respect to such rights, and the rights will be worthless. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit in the Trailblazer IPO.

The Sponsor, Cyabra or their directors, officers, advisors or any of their respective affiliates may elect to purchase Trailblazer Public Shares from public shareholders, which may reduce the public “float” of the Trailblazer Common Stock.

The Sponsor, Cyabra or their directors, officers, advisors or any of their respective affiliates may purchase Trailblazer Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of Trailblazer Public Shares that the Sponsor, Trailblazer’s directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. However, any such purchases will be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M or the tender offer rules under the Exchange Act. Any such privately negotiated purchases may be effected at purchase prices that are no greater than the per share pro rata portion of the Trust Account. However, the Sponsor, Cyabra and their directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Trailblazer Public Shares in such transactions. None of the Sponsor, Cyabra or their directors, officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares during a restricted period under Regulation M under the Exchange Act or on any terms prohibited by the tender offer rules, to the extent applicable. Such a purchase could include a contractual acknowledgement that such shareholder, although still the record holder of such Trailblazer Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor, Cyabra or their directors, officers, advisors, or any of their respective affiliates purchase Trailblazer Public Shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of such share purchases would be to decrease the number of redemptions to provide additional financing to the Combined Company following the closing of the Business; however, pursuant to SEC guidance, if the Sponsor, Cyabra their directors, officers, advisors, or any of their respective affiliates purchase Trailblazer Public Shares in privately negotiated transactions or in the open market prior to the completion of the Business Combination, such Trailblazer Public Shares would not be voted in favor of the Proposals. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of the Trailblazer Common Stock may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of Trailblazer securities on a national securities exchange.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual

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acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing the Business Combination.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because Cyabra is not currently subject to Section 404 of the Sarbanes-Oxley Act (“Section 404”). The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Cyabra as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to the Combined Company after the Business Combination. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of the Combined Company common stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

We will incur increased costs as a result of operating as a public company, and the Combined Company’s management will be required to devote substantial time to new compliance and investor relations initiatives.

As a public company, the Combined Company will incur significant legal, accounting and other expenses that Cyabra did not previously incur. The Combined Company will be subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of the Sarbanes-Oxley Act, require, among other things, that a public company establish and maintain effective disclosure and financial controls. As a result, the Combined Company will incur significant legal, accounting and other expenses that Tempo did not previously incur. The Combined Company’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say on pay” voting requirements that will apply to the Combined Company when the Combined Company ceases to be an emerging growth company. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which the Combined Company operates its business in ways it cannot currently anticipate.

The Combined Company expects the rules and regulations applicable to public companies to substantially increase the Combined Company’s legal and financial compliance costs and to make some activities more time consuming and costly. If these requirements divert the attention of the Combined Company’s management and personnel from other business concerns, they could have a material adverse effect on the Combined Company’s business, financial condition and results of operations. The increased costs will decrease the Combined Company’s net income or increase the Combined Company’s net loss, and may require the Combined Company to reduce costs in other areas of the Combined Company’s business or increase the prices of the Combined Company’s services. For example, the Combined Company expects these rules and regulations to make it more difficult and more expensive for the Combined Company to obtain director and officer liability insurance, and the Combined Company may be required to incur substantial costs to maintain the same or similar coverage. The Combined Company cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for the Combined Company to attract and retain qualified persons to serve on its board of directors, board committees or as executive officers.

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If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the Redemption Price received by public stockholders may be less than $10.00 per share (which was the offering price per unit in our IPO).

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Trailblazer Public Shares, if we have not completed our business combination within our Completion Window, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten (10) years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the ten dollars ($10.00) per public share initially held in the Trust Account, due to claims of such creditors.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Merger Agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a valid and enforceable agreement with Trailblazer waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Trailblazer’s indemnity of the underwriters of its initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than ten dollars ($10.00) per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Trailblazer Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the Trust Account to our public stockholders, Trailblazer files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and the Trailblazer Board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover all amounts received by our stockholders. In addition, the Trailblazer Board may be viewed as having breached its fiduciary duty to our creditors or having acted

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in bad faith, thereby exposing it and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any liquidation claims deplete the Trust Account, the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our stockholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination or similar agreements and/or their officers and directors alleging, among other things, that the proxy statement/prospectus filed in connection with such business combination contains false and misleading statements and/or omits material information concerning the business combination. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Trailblazer’s and the Combined Company’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed or from being completed within the expected timeframe, which may adversely affect Trailblazer’s and the Combined Company’s respective businesses, financial condition and results of operation. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require Trailblazer and/or the Combined Company to incur significant costs and draw the attention of Trailblazer’s and the Combined Company’s management away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the Combined Company’s prospective business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the agreed-upon timeframe.

If the Adjournment Proposal is not approved, the Trailblazer Board will not have the ability to adjourn the Special Meeting to a later date and, therefore, the Business Combination will not be approved and may not be consummated.

The Trailblazer Board is seeking approval to adjourn the Special Meeting to a later date or dates if more time is necessary to consummate the Business Combination for any reason. If the Adjournment Proposal is not approved, the Trailblazer Board will not have the ability to adjourn the Special Meeting to a later date and, therefore, will not have more time to, among other things, solicit votes to approve the Trailblazer Proposals. In such event, the Business Combination would not be approved and may not be consummated.

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Anti-takeover provisions in our Current Charter and bylaws (the “Current Bylaws”), as well as provisions in Delaware law, might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our shares.

The Current Charter and the Current Bylaws, as well as Delaware law, contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our Board of Directors. The corporate governance documents of the Combined Company will include provisions:

• limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;

• a forum selection clause, which means certain litigation against us can only be brought in Delaware;

• the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

• advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay hostile takeovers and changes in control or changes in our management.

The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that our stockholders could receive a premium for their Common Stock in an acquisition.

We may not be able to complete the Business Combination if the Business Combination is considered by the authorities to be impermissible based on a determination by the Committee on Foreign Investment in the United States (“CFIUS”).

CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. We do not believe that the Business Combination presents any U.S. national security issues that would warrant CFIUS prohibiting the Business Combination. If Cyabra is considered a “foreign person” pursuant to the CFIUS regulations, any proposed business combination between us could be subject to review by CFIUS. The Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) expanded the scope of CFIUS to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate. FIRRMA, and subsequent regulations that are now in force, also subject certain categories of investments to mandatory filings. If the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after the closing of the Business Combination. If the Business Combination is subject to CFIUS review, we may be unable to complete the Business Combination. CFIUS may decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of the U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the Business Combination (as described in this proxy statement/prospectus) our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share initially, and our Rights will expire worthless. This will also cause you to lose any potential investment opportunity in Cyabra and the chance of realizing future gains on your investment through any price appreciation in the Combined Company.

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If Trailblazer is deemed to be an investment company under the Investment Company Act, Trailblazer may be required to institute burdensome compliance requirements or liquidate and Trailblazer’s activities may be restricted, which may make it difficult for Trailblazer to complete its initial business combination.

If Trailblazer is deemed to be an investment company under the Investment Company Act, Trailblazer’s activities may be restricted, including:

• restrictions on the nature of its investments; and

• restrictions on the issuance of securities; each of which may make it difficult for Trailblazer to complete its initial business combination.

In addition, Trailblazer may have imposed upon it burdensome requirements, including:

• registration as an investment company;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy, and disclosure requirements and other rules and regulations.

Trailblazer is currently assessing the relevant risks of it being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act).

Since the consummation of the Trailblazer IPO, Trailblazer has deposited the proceeds of the IPO, the sale of the Private Units, net of certain expenses and working capital, into the Trust Account to invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act. As a result, it is possible that a claim could be made that Trailblazer has been operating as an unregistered investment company. If Trailblazer was deemed to be an investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which Trailblazer has not allotted funds and may hinder its ability to complete a business combination. Trailblazer might be forced to abandon its efforts to complete an initial business combination and instead be required to liquidate. If Trailblazer is required to liquidate, its investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of the Trailblazer’s securities following such a transaction, Trailblazer Rights would expire worthless and shares of Trailblazer Common Stock would have no value apart from their pro rata entitlement to the funds then-remaining in the Trust Account.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities there is a greater risk that Trailblazer may be considered an unregistered investment company, in which case it may be required to liquidate.

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our Trailblazer Common Stock after December 31, 2022.

The Inflation Reduction Act of 2022, among other things, imposes a 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022 (the “Excise Tax”), subject to certain exceptions. If applicable, the amount of the Excise Tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. The Biden administration has proposed increasing the Excise Tax rate from 1% to 4%; however, it is unclear whether such a change will be enacted and, if enacted, how soon it could take effect.

Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our Trailblazer Public Shares after December 31, 2022, including redemptions in connection with the Acquisition Merger, unless an exemption is available. Generally, issuances of securities in connection with an initial business combination transaction (including any PIPE transaction at the time of an initial business combination), as well as any other issuances of securities not in connection with an initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but

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the number of securities redeemed may exceed the number of securities issued. On June 28, 2024, the Treasury finalized certain of the proposed regulations (those relating to procedures for reporting and paying the Excise Tax). The remaining regulations (largely relating to the computation of the Excise Tax) remain in proposed form. The Treasury intends to finalize these proposed regulations at a later date and, until such time, taxpayers may continue to rely on the proposed regulations. In addition, the Excise Tax would be payable by us, and not by the redeeming holder. Finally, subject to certain exceptions, the Excise Tax should not apply in the event of our complete liquidation.

Risks Relating to the Ownership of the Combined Company
Common Stock following the Business Combination

The price of the Combined Company’s common stock may be volatile.

In addition, following the Business Combination, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of Cyabra and trading in the shares of Trailblazer securities has not been active. Accordingly, the valuation ascribed to the Combined Company in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of the Combined Company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and the Combined Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Company’s securities may include:

• actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• changes in the market’s expectations about the Combined Company’s operating results;

• success of competitors;

• operating results failing to meet the expectations of securities analysts or investors in a particular period;

• changes in financial estimates and recommendations by securities analysts concerning the Combined Company or the industry in which the Combined Company operates in general;

• operating and stock price performance of other companies that investors deem comparable to the Combined Company;

• ability to market new and enhanced products and services on a timely basis;

• changes in laws and regulations affecting our business;

• commencement of, or involvement in, litigation involving the Combined Company;

• changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

• the volume of shares of the Combined Company’s common stock available for public sale;

• any major change in the Combined Company’s board or management;

• sales of substantial amounts of the Combined Company’s common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

• general economic and political conditions such as recessions, changes in interest rates, changes in fuel prices, international currency fluctuations and acts of war or terrorism.

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Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the Combined Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Following the Business Combination, a portion of the Combined Company’s total outstanding shares will be restricted from immediate resale but may be sold into the market shortly thereafter. This could cause the market price of Combined Company Common Stock to drop significantly, even if the Combined Company’s business is doing well.

In connection with the Business Combination, certain of Trailblazer’s and Cyabra’s stockholders, including certain officers and directors, will enter into lock-up agreements with the Combined Company, restricting the transfer of Combined Company Common Stock, any shares of Combined Company Common Stock issuable upon the exercise or settlement, as applicable, of Replacement Options held by such persons immediately after the Effective Time, and any other securities convertible into or exercisable or exchangeable for Combined Company Common Stock held by such persons immediately after the Effective Time, from and after the Closing. The remaining stockholders not subject to a lock-up agreement may sell a substantial number of shares of Combined Company Common Stock in the public market at any time. If the Combined Company’s stockholders sell, or the market perceives that the Combined Company’s stockholders intend to sell, substantial amounts of Combined Company Common Stock in the public market following the Business Combination, the market price of Combined Company Common Stock could decline significantly.

Additionally, certain stockholders of the Combined Company will have rights, subject to some conditions, to require the Combined Company to file one or more registration statements covering their shares or to include such shares in registration statements that the Combined Company may file for itself or other stockholders. These shares and their resales, once registered, could be freely sold in the public market. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of Combined Company Common Stock could decline.

Future resales of common stock after the consummation of the Business Combination may cause the market price of the Combined Company’s securities to drop significantly, even if the Combined Company’s business is doing well.

Following consummation of the Business Combination and subject to certain exceptions, the Sponsor, Trailblazer’s directors, and Cyabra will be contractually restricted from selling or transferring most of their shares of the Combined Company’s common stock. The aforementioned stockholders will have trading restrictions beginning at Closing and ending six months after the Closing with respect Trailblazer’s Initial Stockholders and nine months after the Closing with respect to Cyabra equity holders. Following the expiration of such lockups, the stockholders will not be restricted from selling shares of the Combined Company common stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of the Combined Company common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could have the effect of increasing the volatility in the market price for the Combined Company Common Stock or the market price of the Combined Company common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Upon completion of the Business Combination, the stockholders subject to the lock-up will collectively beneficially own approximately 18% of the outstanding shares of the Combined Company common stock, assuming that no public stockholders redeem their Trailblazer Public Shares in connection with the Business Combination. Assuming redemption of all Trailblazer Public Shares in connection with the Business Combination, the ownership of the stockholders subject to the lock-up would rise to 100.0% of the outstanding shares of the Combined Company’s common stock. For further information regarding the assumptions for the calculation of pro forma beneficial ownership of the Combined Company following the consummation of the Business Combination, see the section title “Security Ownership of Certain Beneficial Owners and Management of Trailblazer and the Combined Company.”

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The Combined Company may issue additional shares of Combined Company Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

The Combined Company may issue additional shares of Combined Company Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, raising additional capital, future acquisitions, repayment of outstanding indebtedness, or awards under the 2024 Plan, without stockholder approval, in a number of circumstances. The Combined Company may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by the investors in the Business Combination, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. The price per share at which the additional shares or securities convertible or exchangeable into public shares, will be sold in future transactions may be higher or lower than the price per share paid by investors during the Business Combination.

The Combined Company’s management team has minimal experience managing a public company.

Members of the Combined Company management team have minimal experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. The Combined Company management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.

The Combined Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause the Combined Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of Combined Company Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and board of directors’ attention and resources from the Combined Company’s business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to the Combined Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Combined Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

The Combined Company will be deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, the Combined Company’s Common Stock may be less attractive to investors.

The Combined Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, as of the closing of the Business Combination. As such, the Combined Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in the Combined Company’s periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the Combined Company’s stockholders may not have access to certain information they may deem important. The Combined Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of shares of Combined Company Common Stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2028, which is the last day of the fiscal year following the fifth anniversary

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of the date of the first sale of Trailblazer Common Stock in the IPO. We cannot predict whether investors will find the Combined Company’s securities less attractive because it will rely on these exemptions. If some investors find the Combined Company’s securities less attractive as a result of its reliance on these exemptions, the trading prices of the Combined Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the Combined Company’s securities and the trading prices of the Combined Company’s securities may be more volatile.

As an emerging growth company, the Combined Company may also take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our shares of common stock less attractive because we will rely on these exemptions. If some investors find our shares of common stock less attractive as a result, there may be a less active market for our shares of common stock and our share price may be more volatile.

If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of the Combined Company’s common stock may decline.

Effective internal controls over financial reporting are necessary for the Combined Company to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause the Combined Company to fail to meet its reporting obligations. In addition, any testing by the Combined Company conducted in connection with Section 404 of the Sarbanes-Oxley Act (“Section 404”) or any subsequent testing by the Combined Company’s independent registered public accounting firm, may reveal deficiencies in the Combined Company’s internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to the Combined Company’s financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in the Combined Company’s reported financial information, which could have a negative effect on the trading price of the Combined Company’s stock.

For as long as the Combined Company is an emerging growth company, its independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404. An independent assessment of the effectiveness of the Combined Company’s internal controls over financial reporting could detect problems that the Combined Company’s management’s assessment might not detect. Undetected material weaknesses in the Combined Company’s internal controls over financial reporting could lead to restatements of the Combined Company’s consolidated financial statements and require the Combined Company to incur the expense of remediation.

If the Combined Company is not able to comply with the requirements of Section 404 in a timely manner or it is unable to maintain proper and effective internal controls over financial reporting may not be able to produce timely and accurate consolidated financial statements. As a result, the Combined Company’s investors could lose confidence in its reported financial information, the market price of the Combined Company’s stock could decline and the Combined Company could be subject to sanctions or investigations by the SEC or other regulatory authorities.

Nasdaq may not list the Combined Company’s securities on its exchange, and the Combined Company may not be able to comply with the continued listing standards of Nasdaq, which could limit investors’ ability to make transactions in the Combined Company’s securities and subject the Combined Company to additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We will apply to have the Combined Company’s securities

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listed on Nasdaq upon consummation of the Business Combination. We cannot assure you that we will be able to meet all initial listing requirements. Even if the Combined Company’s securities are listed on Nasdaq, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, Cyabra would not be required to consummate the Business Combination. In the event that Cyabra elected to waive this condition, and the Business Combination was consummated without the Combined Company’s securities being listed on Nasdaq or on another national securities exchange, the Combined Company could face significant material adverse consequences, including:

• a limited availability of market quotations for the Combined Company’s securities;

• reduced liquidity for the Combined Company’s securities;

• a determination that the Combined Company common stock is a “penny stock” which will require brokers trading in the Combined Company common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Combined Company’s securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”

If the Combined Company’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our common stock, or if our reporting results do not meet their expectations, the market price of our common stock could decline.

An active market for the Combined Company’s securities may not develop, which would adversely affect the liquidity and price of the Combined Company’s securities.

The price of the Combined Company’s securities may vary significantly due to factors specific to the Combined Company as well as to general market or economic conditions. Furthermore, an active trading market for the Combined Company’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Insiders will continue to have substantial influence over the Combined Company’s after the Closing, which could limit your ability to affect the outcome of key transactions, including a change of control.

Upon the Closing, the Combined Company’s executive officers, directors, and their affiliates will beneficially own approximately 64.3% of the Combined Company Common Stock outstanding, assuming maximum redemptions.

As a result, these stockholders, if they act together, will be able to influence the Combined Company’s management and affairs and all matters requiring stockholder approval, including the election of directors, amendments of the Combined Company’s organizational documents, and approval of significant corporate transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your

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interests. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of the Combined Company and might affect the market price of the Combined Company Common Stock. The numbers of shares and percentage interests set forth above are based on a number of assumptions, including: (1) the maximum number of redemptions and (2) that Trailblazer does not issue any additional equity securities prior to the Business Combination, other than with respect to the PIPE Investment. If the actual facts differ from these assumptions, the numbers of shares and percentage interests set forth above will be different.

Following the consummation of the Business Combination, the Combined Company will be a holding company and our only significant asset will be our ownership interest in Cyabra and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the Combined Company’s common stock or satisfy the Combined Company’s other financial obligations, including taxes.

Following consummation of the Business Combination, the Combined Company will be a holding company with no material assets other than its ownership of Cyabra. As a result, the Combined Company will have no independent means of generating revenue or cash flow. The Combined Company’s ability to pay taxes and pay dividends will depend on the financial results and cash flows of Cyabra and its subsidiaries and the distributions it receives from Cyabra. Deterioration in the financial condition, earnings or cash flow of Cyabra and its subsidiaries for any reason could limit or impair Cyabra’s ability to pay such distributions. Additionally, to the extent that the Combined Company needs funds and Cyabra and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or Cyabra is otherwise unable to provide such funds, it could materially adversely affect the Combined Company’s liquidity and financial condition.

Dividends on the Combined Company common stock, if any, will be paid at the discretion of the Combined Company Board, which will consider, among other things, the Combined Company’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict the Combined Company’s ability to pay dividends or make other distributions to its stockholders. In addition, the Combined Company is generally prohibited under Delaware law from making a distribution to stockholders to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of the Combined Company (with certain exceptions) exceed the fair value of its assets. If Cyabra does not have sufficient funds to make distributions, the Combined Company’s ability to declare and pay cash dividends may also be restricted or impaired.

Future sales, or the perception of future sales, of our common stock by us or our existing stockholders in the public market following the Closing could cause the market price for our common stock to decline.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the Business Combination, assuming no further redemptions by Trailblazer public stockholders, we will have on a fully diluted basis a total of 11,741,668 shares of common stock outstanding, including of (i) 6,408,102 shares issued to the holder of shares of Cyabra capital stock, (ii) 3,069,616 shares held by Trailblazer’s public stockholders (including shares underlying Public Rights), (iii) 2,158,950 shares held by the Sponsor (which includes the Founder Shares and the Private Units).

Upon the expiration or waiver of the lock-ups described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144. As restrictions on resale end, the market price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

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Each outstanding Right entitles the holder thereof to automatically receive one share of Combined Company Common Stock upon consummation of our initial business combination, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

There are 7,294,500 outstanding Rights. Each outstanding Right entitles the holder thereof to automatically receive one-tenth (1/10) of a share of Combined Company Common Stock upon consummation of our initial business combination, which will result in dilution to the holders of the Combined Company common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Combined Company common stock.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its Trailblazer Public Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of Trailblazer might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the Trailblazer Public Shares after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Trailblazer is requiring stockholders who wish to redeem their Trailblazer Public Shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Trailblazer is requiring stockholders who wish to redeem their Common Stock to either tender their certificates to Continental or to deliver their shares to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is Trailblazer’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than Trailblazer anticipates for stockholders to deliver their Common Stock, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Common Stock.

Trailblazer will require its public stockholders who wish to redeem their Trailblazer Public Shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Trailblazer requires public stockholders who wish to redeem their Trailblazer Public Shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Trailblazer will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their Trailblazer Public Shares in such a circumstance will be unable to sell their securities after the failed acquisition until Trailblazer has returned their securities to them. The market price for shares of our Common Stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

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The Sponsor and Trailblazer’s directors and executive officers who hold Founder Shares may receive a positive return on the Founder Shares even if Trailblazer’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

If Trailblazer is able to complete a business combination within the required time period, the Sponsor and Trailblazer’s directors and executive officers who hold Founder Shares may receive a positive return on the Founder Shares, which were acquired prior to the Trailblazer IPO, even if Trailblazer’s public stockholders experience a negative return on their investment in Holdings Common Shares after consummation of the Business Combination.

As of the date hereof, there are a total of 1,725,000 Founder Shares outstanding. Trailblazer’s Initial Stockholders each purchased the Founder Shares at a price of less than $0.02 per share. Accordingly, holders of Founder Shares will receive a positive rate of return so long as the market price of the Trailblazer Common Stock is at least $0.02 per share.

As of the date hereof, there are a total of 394,500 Private Units outstanding. Each of the holders purchased the Private Units at a price of $10.00 per Private Unit, which is equal to the price per Unit of the Public Units purchased by public stockholders in the IPO. The Private Units consist of one share of Common Stock and one-tenth (1/10) of one right to receive one share of common stock upon the consummation of an initial business combination. Holders of Private Units will receive a positive rate of return so long as the aggregate market price of the Trailblazer Common Stock and the Rights are at least $10.02 per share, which is equal to the price per at which public stockholders would receive a positive return assuming such holders purchased their Units in the IPO. As of November 5, 2024, the closing price on the Nasdaq of Trailblazer Common Stock was $11.10 per share, and the closing price of the Rights was $0.14 per Right.

The Proposed Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders and federal district courts will be the sole and exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

The Proposed Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any of our current or former directors, officers, or other employees to us or to our stockholders; (iii) any action asserting a claim arising pursuant to the DGCL, the Proposed Certificate of Incorporation or the Proposed Bylaws or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, provided that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or to any claim for which the federal courts have exclusive jurisdiction. Our Proposed Certificate of Incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts are the sole and exclusive forum for the resolution of any complaint asserting a right under the Securities Act, subject to a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Further, the choice of forum provisions may result in increased costs for a stockholder to bring a claim. Alternatively, if a court were to find the choice of forum provisions contained in our Proposed Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Provisions in the Proposed Certificate of Incorporation and Proposed Bylaws regarding exculpation and indemnification of our directors and officers may result in substantial expenditures by us and may discourage lawsuits against our directors and officers.

The Proposed Certificate of Incorporation and Proposed Bylaws, to the maximum extent permissible under Delaware law, eliminates the personal liability of our directors and officers to us and our stockholders for damages for breach of fiduciary duty. These provisions may discourage us, or our stockholders through derivative litigation, from bringing a lawsuit against any of our current or former directors or officers for any breaches of their fiduciary duties,

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even if such legal actions, if successful, might benefit us or our stockholders. In addition, the Proposed Certificate of Incorporation and Proposed Bylaws provides that we will, to the fullest extent permitted by Delaware law, indemnify our directors and officers for costs or damages incurred by them in connection with any threatened, pending, or completed action, suit, or proceeding brought against them by reason of their positions as directors and officers. Although we expect to purchase directors’ and officers’ insurance, these indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against our directors or officers.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Trailblazer’s securities prior to the Closing may decline. The market values of the Combined Company’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which Trailblazer’s stockholders vote on the Merger Proposal and the other proposals presented to them.

Following the Business Combination, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Cyabra’s Ordinary Shares. Accordingly, the valuation Trailblazer has ascribed to Cyabra in the Business Combination may not be indicative of the price that will be implied in the trading market for the Combined Company’s securities following the Business Combination. If an active market for the Combined Company’s securities develops and continues after the Business Combination, the trading price of such securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Combined Company’s control. Any of the factors listed below could have a material adverse effect on your investment in the Combined Company’s securities and the Combined Company’s securities may trade at prices significantly below the price you paid for them or that were implied by the conversion of Cyabra Ordinary Shares you owned into the Combined Company’s securities as a result of the Business Combination. In such circumstances, the trading price of the Combined Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Company’s securities may include:

• general economic and political conditions;

• actual or anticipated changes or fluctuations in the Combined Company’s operating results, changes in the market’s expectations about the Combined Company’s operating results; or failure to meet the expectation of securities analysts or investors in a particular period;

• announcements by the Combined Company or its competitors of new technology, features, or services;

• competitors’ performance;

• developments or disputes concerning the Combined Company’s intellectual property or other proprietary rights;

• actual or perceived data security breaches or other data security incidents;

• announced or completed acquisitions of businesses by the Combined Company or its competitors;

• actual or anticipated fluctuations in the Combined Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

• any actual or anticipated changes in the financial projections the Combined Company may provide to the public or the Combined Company’s failure to meet those projections

• any major change in the Combined Company’s Board or management;

• changes in laws and regulations affecting the Combined Company’s business actual or anticipated developments in the Combined Company’s business, its competitors’ businesses, or the competitive landscape generally and any related market speculation;

• litigation involving the Combined Company, its industry or both;

• governmental or regulatory actions or audits;

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• regulatory or legal developments in the United States;

• announcement or expectation of additional financing efforts;

• changes in accounting standards, policies, guidelines, interpretations, or principles;

• the Combined Company’s ability to meet compliance requirements;

• the public’s reaction to the Combined Company’s press releases, other public announcements, and filings with the SEC;

• operating and share price performance of other companies that investors deem comparable to the Combined Company;

• price and volume fluctuations in the overall stock market from time to time;

• changes in operating performance and stock market trading volumes and trading prices of other technology companies generally;

• changes in financial estimates and recommendations by securities analysts concerning the Combined Company;

• changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

• the volume of shares of the Combined Company’s Common Stock available for public sale;

• sales of shares of the Combined Company’s Common Stock by the Combined Company or its stockholders;

• expiration of market stand-off or lock-up agreements;

• sales of substantial amounts of shares of the Combined Company’s Common Stock by the Combined Company’s directors, executive officers, or significant stockholders or the perception that such sales could occur;

• failure of securities analysts to maintain coverage of the Combined Company; and

• the other risk factors under “Risk Factors”.

Broad market and industry factors may materially harm the market price of the Combined Company’s securities irrespective of the Combined Company’s operating performance. The stock markets in general, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks and of the Combined Company’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Combined Company could depress the Combined Company’s share price regardless of the Combined Company’s business, prospects, financial conditions, or results of operations. A decline in the market price of the Combined Company’s securities also could adversely affect the Combined Company’s ability to issue additional securities and the Combined Company’s ability to obtain additional financing in the future.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the attachments hereto contain forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995 (“PSLRA”), including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of Trailblazer and/or Cyabra, and may include statements for the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Trailblazer and Cyabra, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by Trailblazer and, include, but are not limited to, the following:

• the ability to complete the Business Combination or, if Trailblazer does not consummate such Business Combination, any other initial business combination;

• expectations regarding Cyabra’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Cyabra’s ability to invest in growth initiatives and pursue acquisition opportunities;

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

• the outcome of any legal proceedings that may be instituted against Trailblazer or Cyabra following announcement of the Merger Agreement and the transactions contemplated therein;

• the inability to complete the proposed Business Combination due to, among other things, the failure to obtain Trailblazer stockholder approval;

• the risk that the announcement and consummation of the proposed Business Combination disrupts Cyabra’s current operations and future plans;

• the ability to recognize the anticipated benefits of the proposed Business Combination;

• unexpected costs related to the proposed Business Combination;

• the amount of any redemptions by existing holders of Trailblazer’s common stock being greater than expected;

• limited liquidity and trading of Trailblazer’s securities;

• geopolitical risk and changes in applicable laws or regulations;

• the size of the addressable markets for Cyabra’s products and services;

• the possibility that Trailblazer and/or Cyabra may be adversely affected by other economic, business, and/or competitive factors;

• the ability to obtain and/or maintain the listing of Combined Company’s Common Stock on Nasdaq following the Business Combination;

• operational risk; and

• the risks that the consummation of the proposed Business Combination is substantially delayed or does not occur.

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Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Trailblazer and Cyabra prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Any financial projections in this proxy statement/prospectus and the attachments hereto are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Trailblazer’s and Cyabra’s control. While all projections are necessarily speculative, Trailblazer and Cyabra believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this proxy statement/prospectus or the attachments hereto should not be regarded as an indication that Trailblazer and Cyabra, or their representatives, considered or consider the projections to be a reliable prediction of future events. In particular, the projections set forth in “Proposal No. 1 — The Merger Proposal — Certain Prospective Financial Information of Cyabra”” were prepared solely by Cyabra for internal use and not with a view toward public disclosure, or in accordance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, and do not take into account any circumstances or events occurring after the date on which such projections were finalized, including the current expectation of Cyabra of lowered revenues for certain segments due to events occurring in the second quarter and first half of 2021 or any delay in the closing of the Business Combination. We encourage you to read in full the information set forth in “Proposal No. 1 — The Merger Proposal — Certain Prospective Financial Information of Cyabra.”

Annualized, pro forma, projected and estimated numbers, including as to value, are used for illustrative purpose only, are not forecasts and may not reflect actual results.

All subsequent written and oral forward-looking statements concerning the proposed Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Trailblazer, Cyabra or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Trailblazer and Cyabra undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus to reflect the occurrence of unanticipated events.

In addition, statements that Trailblazer or Cyabra “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Trailblazer or Cyabra has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The PSLRA provides a safe harbor for forward-looking statements made with respect to certain securities offerings, but excludes such protection for statements made in connection with certain securities offerings, such as tender offers and initial public offerings. The term “initial public offering” is not defined in the PSLRA. Given the particular characteristics of mergers and business combinations completed by special purpose acquisition companies, there has been some question regarding whether such mergers and business combinations are “initial public offerings,” and therefore not subject to the protection of the PSLRA. There is currently no relevant case law on this matter, and accordingly, there can be no assurances that the safe harbor is applicable to forward-looking statements made by Trailblazer and Cyabra in connection with the Business Combination, and the protections of the safe harbor provided by the PSLRA to Trailblazer and Cyabra may not be available.

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SPECIAL MEETING OF TRAILBLAZER STOCKHOLDERS

General

Trailblazer is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the Trailblazer Board for use at the Special Meeting to be held on and at any adjournment or postponement thereof. This proxy statement/prospectus provides Trailblazer’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on , 2024, at 10:00 a.m. Eastern Time, via live webcast at the following address: or such other time, date and place to which the Special Meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the Special Meeting, and you will not be able to attend the Special Meeting in person. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for Trailblazer and the Trailblazer stockholders. The virtual meeting format allows attendance from any location in the world. You will be able to attend via a live audio cast available at or by calling toll-free at in the United States or Canada or at from outside of the United States and Canada from any touch-tone phone (with Conference ID: #).

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Trailblazer Common Stock at the close of business on , 2024 which is the Record Date. You are entitled to one vote for each share of Trailblazer Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were shares of Trailblazer Common Stock outstanding, of which are Trailblazer Public Shares and are Founder Shares or Private Units held by the Sponsor.

Vote of the Sponsor, Directors and Officers

In connection with the Trailblazer IPO and the entering into of the Merger Agreement, Trailblazer entered into agreements with the Initial Stockholders pursuant to which each agreed to vote any shares of Trailblazer Common Stock owned by it in favor of the Merger Proposal. These agreements apply to the Sponsor as it relates to the Founder Shares and shares of Trailblazer Common Stock underlying the Trailblazer Private Units and the requirement to vote such shares in favor of the Merger Proposal.

The Initial Stockholders have waived any redemption rights, including with respect to shares of Trailblazer Common Stock issued or purchased in the Trailblazer IPO or in the aftermarket, in connection with Business Combination. The Founder Shares and the Private Units held by the Sponsor have no redemption rights upon Trailblazer’s liquidation and will be worthless if no business combination is effected by Trailblazer during the Completion Window. No person was paid any consideration in exchange for these waivers.

Quorum and Required Vote for Proposals

A quorum of Trailblazer stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the issued and outstanding Trailblazer Common Stock entitled to vote at the Special Meeting is represented in person or by proxy at the Special Meeting.

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If the Merger Proposal is not approved, the Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal and the Incentive Plan Proposal will not be presented to the Trailblazer stockholders for a vote. The approval of the Merger Proposal, the Charter Amendment Proposal, the First Nasdaq Proposal and the Incentive Plan Proposal are preconditions to the consummation of the Business Combination. The Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal and the Incentive Plan Proposal are conditioned on the approval of the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event that the Merger Proposal does not receive the requisite vote for approval, then Trailblazer will not consummate the Business Combination. If Trailblazer does not consummate the Business Combination and fails to complete an initial business combination by September 30, 2025, Trailblazer will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Abstentions

Abstentions will be counted as present in connection with the determination of whether a valid quorum is established and will have the effect as a vote “AGAINST” the Proposals.

Recommendation of the Trailblazer Board

The Trailblazer Board has unanimously determined that each of the proposals is fair to and in the best interests of Trailblazer and its stockholders, and has unanimously approved such proposals. The Trailblazer Board unanimously recommends that stockholders:

• vote “FOR” the Merger Proposal;

• vote “FOR” the Charter Amendment Proposal;

• vote “FOR” the Governance Proposal;

• vote “FOR” the First Nasdaq Proposal;

• vote “FOR” the Second Nasdaq Proposal;

• vote “FOR” the Incentive Plan Proposal; and

• vote “FOR” the Adjournment Proposal.

When you consider the recommendation of the Trailblazer Board in favor of approval of the Proposals, you should keep in mind that the Sponsor Related Parties have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include:

• our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until six months after the completion of our initial business combination

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• based on the difference in the purchase price of $25,000 (or approximately $0.01 per share) that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per public unit sold in the Trailblazer IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the closing of a business combination falls below the price initially paid for the public units in the Trailblazer IPO and the public investors experience a negative rate of return following the closing of a business combination, even though there are restrictions on the Sponsor’s ability to transfer the Founder Shares under the lock-up agreements described elsewhere in this proxy statement;

• the fact that the Sponsor has agreed, for no consideration, not to redeem any of the Founder Shares in connection with a stockholder vote to approve the Merger Proposal and such Founder Shares will be worthless if no business combination is effected by Trailblazer during the Completion Window; and

Name and Title of Person		Number of Founder Shares (deemed)
Scott Burell, CFO		15,000
Olga Castells, Independent Director		10,000
Barak Avitbul, Independent Director		10,000
Patrick Donovan, Independent Director		12,500

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Voting Your Shares

Each share of Trailblazer Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of Trailblazer Common Stock at the Special Meeting:

• You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card.

If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Trailblazer Board “FOR” the Merger Proposal, the Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

• You Can Attend the Special Meeting and Vote Through the Internet. You will be able to attend the Special Meeting online and vote during the Special Meeting by visiting and entering the control number included on your proxy card or on the instructions that accompanied your proxy materials, as applicable.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the Special Meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Trailblazer can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify Trailblazer’s secretary in writing before the Special Meeting that you have revoked your proxy; or

• you may attend the Special Meeting, revoke your proxy, and vote through the internet as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

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Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your Trailblazer Common Stock, you may contact Trailblazer’s proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 10904 Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Merger Proposal, the Charter Amendment Proposal, the Governance Proposal, the First Nasdaq Proposal, the Second Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal. Under the Current Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this joint proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to the Current Charter, any holders of Trailblazer Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the Trailblazer IPO (including interest earned on the funds held in the Trust Account and not previously released to it to pay Trailblazer’s franchise and income taxes). For illustrative purposes, based on funds in the Trust Account of approximately $26.5 million on November 5, 2024, the estimated per share redemption price would have been approximately $11.13.

You will be entitled to receive cash for any Trailblazer Public Shares to be redeemed only if you: (i) hold Trailblazer Public Shares, or hold Trailblazer Public Shares through Trailblazer Public Units and you elect to separate your Trailblazer Public Units into Trailblazer Public Shares and Trailblazer Rights prior to exercising your redemption rights with respect to the Trailblazer Public Shares; and (ii) prior to 5:00 p.m., Eastern Time, on , 2024, (x) submit a written request to Continental to redeem your Trailblazer Public Shares for cash and (y) deliver your Trailblazer Public Shares to Continental, physically or electronically through DTC.

Holders of outstanding Trailblazer Public Units must separate the Trailblazer Public Units into their components prior to exercising redemption rights with respect to the Trailblazer Public Shares. If the Trailblazer Public Units are registered in a holder’s own name, such holder must deliver the certificate for its Trailblazer Public Units to Continental, with written instructions to separate the Trailblazer Public Units into their component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Trailblazer Public Units into the Trailblazer Public Shares and Trailblazer Rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with Trailblazer’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Trailblazer’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Trailblazer’s transfer agent return the shares (physically or electronically). You may make such request by contacting Trailblazer’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of Trailblazer Common Stock as they may receive higher proceeds from the sale of their Trailblazer Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of Trailblazer Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Trailblazer Common Stock when you wish to sell your shares.

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If you exercise your redemption rights, your shares of Trailblazer Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved and Trailblazer does not consummate an initial business combination during the Completion Window, Trailblazer will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders and the Rights will expire worthless.

Dissenter Rights

Trailblazer stockholders do not have dissenter rights in connection with the Business Combination or the other proposals. Holders of Trailblazer Rights also do not have dissenter rights in connection with the Business Combination or the other proposals.

Proxy Solicitation

Trailblazer is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone, by facsimile, on the Internet or in person. Trailblazer and its directors, officers and employees may also solicit proxies in person. Trailblazer will file with the SEC all proxy soliciting materials. Trailblazer will bear the cost of the solicitation.

Trailblazer has hired Advantage Proxy to assist in the proxy solicitation process. Trailblazer will pay that firm a fee of $12,500, plus disbursements.

Trailblazer will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Trailblazer will reimburse them for their reasonable expenses.

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SELECTED HISTORICAL FINANCIAL DATA OF TRAILBLAZER

The following tables present Trailblazer’s summary financial information and operating data as of the dates and for each of the periods indicated. Trailblazer is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. The following tables present Trailblazer’s selected historical financial information derived from Trailblazer’s audited financial statements included elsewhere in this proxy statement/prospectus, which were prepared in accordance with U.S. GAAP as of December 31, 2023 and 2022, and for the years then ended, and from Trailblazer’s unaudited financial statements included elsewhere in this proxy statement/prospectus, which were prepared in accordance with U.S. GAAP, as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023. This information should be read in conjunction with, and is qualified in its entirety by reference to, Trailblazer’s financial statements, including the notes thereto, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Trailblazer” included elsewhere in this proxy statement/prospectus. Trailblazer’s historical results are not necessarily indicative of the results to be expected for any other period in the future.

	For the three months ended June 30, 2024			For the six months ended June 30, 2024			For the there months ended June 30, 2023			For the six months ended June 30, 2023			For the year ended December 31, 2023			For the year ended December 31, 2022
Income Statement Data:
Loss from operations	$	(572,468	)	$	(960,799	)	$	(185,587	)	$	(238,591	)	$	(543,536	)	$	(4,020	)
Interest earned on marketable securities held in Trust Account		977,178			1,930,770			798,002			798,002			2,606,031			—
Net income (loss)	$	217,511		$	589,879		$	390,872		$	141,281		$	1,347,254		$	(4,020	)
Basic weighted average shares outstanding, Class A common stock		9,019,499			9,019,499			9,019,499			5,392,400			7,165,376			406,849
Basic net income (loss) per share, Class A common stock	$	0.02		$	0.07		$	0.04		$	0.03		$	0.19			(0.00	)
Diluted weighted average shares outstanding, Class A common stock		9,019,499			9,019,499			9,019,499			5,392,400			7,220,855			406,849
Diluted net income (loss) per share, Class A common stock	$	0.02		$	0.07		$	0.04		$	0.03		$	0.19		$	(0.00	)
Basic and diluted weighted average shares outstanding, Class B common stock		1			1			1			1			1			530,137
Basic and diluted net income (loss) per share, Class B common stock	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	(0.00	)

	June 30, 2024			December 31, 2023			December 31, 2022
Balance Sheet Data:
Cash and marketable securities in Trust Account	$	76,096,169		$	72,994,863		$	—
Total Assets	$	76,614,693		$	73,770,297		$	301,853
Total Liabilities	$	5,476,922		$	3,222,405		$	282,040
Class A common stock subject to possible redemption	$	75,063,624		$	72,224,950		$	—
Total Stockholders’ (Deficit) Equity	$	(3,925,853	)	$	(1,677,058	)	$	19,813

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	For the six months ended June 30, 2024			For the six months ended June 30, 2023			For the year ended December 31, 2023			For the year ended December 31, 2022
Cash Flow Data:
Net cash (used in) provided by operating activities	$	(359,463	)	$	(351,338	)	$	(471,527	)	$	19,020
Net cash used in investing activities	$	(1,165,005	)	$	(70,380,000	)	$	(70,380,000	)	$	—
Net cash provided by (used in) financing activities	$	1,305,000		$	71,428,450		$	71,424,950		$	(9,627	)
Net Change in Cash	$	(219,468	)	$	697,112		$	573,423		$	9,393
Cash – Beginning of period	$	607,816		$	34,393		$	34,393		$	25,000
Cash – End of period	$	388,348		$	731,505		$	607,816		$	34,393

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial aspects of the Business Combination and related transactions and presents the combination of the financial information of Trailblazer and Cyabra, as adjusted to give effect to the terms of the Merger Agreement and other ancillary agreements.

Trailblazer is a blank check company incorporated in Delaware on November 12, 2021. Trailblazer was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As of June 30, 2024, there was approximately $76.1 million held in the Trust Account.

Cyabra protects companies and the public sector by exposing malicious actors, disinformation, bot networks, and GenAI content, disrupting online threats and mitigating against fake campaigns.

Holdings is a wholly owned subsidiary of Trailblazer and will act as the publicly-traded holding company of its subsidiaries — including Cyabra — after the closing of the Business Combination.

Trailblazer Merger Sub, Ltd., an Israeli company (“Merger Sub”) is a wholly owned subsidiary of Trailblazer and were formed for the sole purpose of the Business Combination.

The Unaudited Condensed Combined Pro Forma Financial Statements

The following unaudited pro forma condensed combined balance sheet as of June 30, 2024 combines the historical condensed balance sheet of Trailblazer as of June 30, 2024 with the historical balance sheet of Cyabra as of June 30, 2024, with such adjustments as are necessary to properly understand Holdings’ financial position and results of operations upon consummation of the Business Combination and related transactions — all in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, SEC Release No. 33-10786 ”Amendments to Financial Disclosures About Acquired and Disposed Businesses” (collectively, the “Pro Forma Adjustments”) — giving effect to the Business Combination as if it had been consummated as of June 30, 2024.

The following unaudited pro forma condensed combined statements of operations for the six-month period ended June 30, 2024 and year ended December 31, 2023 combine the historical condensed statements of operations of Trailblazer for the six-month ended June 30, 2024 and for the year ended December 31, 2023 with the historical statements of operations of Cyabra for the six-month period ended June 30, 2024 and for the year ended December 31, 2023, subject to the Pro Forma Adjustments, giving effect to the Business Combination as if it had been consummated on January 1, 2023, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination included in the Pro Forma Adjustments taken place on the dates indicated, nor are they indicative of the future results of operations or financial position of Holdings. The Pro Forma Adjustments are based on currently available information and certain assumptions and estimates that Holdings believes are reasonable under the circumstances. Management performed a comprehensive review of the accounting policies between Cyabra and Trailblazer. Management is not aware of any significant accounting policy differences and has therefore not made any adjustments to the pro forma condensed combined financial information related to any potential differences.

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:

• The accompanying notes to the unaudited pro forma condensed combined financial information.

• The historical unaudited financial statements of Trailblazer as of and for the six-month period ended June 30, 2024, and the related notes included elsewhere in this proxy statement/prospectus.

• The historical unaudited financial statements of Cyabra as of and for the six-month period ended June 30, 2024, and the related notes included elsewhere in this proxy statement/prospectus.

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• The historical audited financial statements of Trailblazer as of and for the year ended December 31, 2023, and the related notes included elsewhere in this proxy statement/prospectus.

• The historical audited financial statements of Cyabra as of and for the year ended December 31, 2023, and the related notes included elsewhere in this proxy statement/prospectus.

• The sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Trailblazer” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cyabra” and the other financial information relating to Trailblazer and Cyabra included elsewhere in this proxy statement/prospectus.

• Factors detailed under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus.

The unaudited condensed combined pro forma financial statements are presented in two scenarios, namely “no redemption” and “full redemption”, as follows:

• No Additional Redemptions Scenario — This presentation includes the redemption of 4,520,384 shares for a cash payment of $49.8 million subsequent to the proforma balance sheet date but assumes that no Trailblazer stockholders further exercise redemption rights with respect to their public shares leaving $26.3 million of gross proceeds from the Trust Account resulting in no investment of the PIPE Investment; and

• Full Redemptions Scenario — This presentation assumes that Trailblazer stockholders holding 2,379,616 shares of Trailblazer Class A Common Stock exercise their redemption rights for the approximately $26.3 million of funds in the Trust Account (assuming the value of the redeemed Trailblazer Class A Common Stock is $11.06 per share) leaving no funds in the Trust Account, resulting in the maximum investment of $6.0 million from the PIPE Investment.

The Business Combination is accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, Cyabra is treated as the accounting acquirer and Trailblazer is treated as the “acquired” company for financial reporting purposes. Cyabra has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• Cyabra’s existing stockholders will have the greatest voting interest in the Combined Company under the full redemption scenario;

• The directors nominated by Cyabra will represent the majority of the Combined Company Board (six out of seven of the initial directors will be nominated by Cyabra);

• Cyabra’s senior management will comprise the senior management of Holdings following the Closing of the Business Combination;

• Cyabra’s operations will comprise the ongoing operations of the Combined Company; and

• Cyabra, Inc. will be the name used by Holdings.

Under the reverse recapitalization accounting method, the Business Combination is deemed to be the equivalent of a capital transaction in which Cyabra has issued shares for the net assets of Trailblazer. The net assets of Trailblazer are stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are of Cyabra.

Description of the Business Combination

On July 22, 2024, Trailblazer, Cyabra, Holdings and Merger Sub entered into a the Merger Agreement. Pursuant to the Merger Agreement, among other things, (a) Trailblazer will merge with and into Holdings with Holdings being the survivor of the merger and (b) Merger Sub will merge with and into Cyabra, with Cyabra being the surviving entity, following which Merger Sub will cease to exist, and Cyabra will become a wholly owned subsidiary of Holdings.

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Upon the effectiveness of the Acquisition Merger, each issued and outstanding Cyabra Ordinary Share issued and outstanding immediately prior to the effective time, will be converted into the right to receive a number of shares of Holdings Common Stock equal to the Conversion Ratio. Each Cyabra Preferred Share will convert into the right to receive a number of shares of Holdings Common Stock equal to (i) the Conversion Ratio multiplied by (ii) the number of Cyabra Ordinary Shares issuable upon conversion of such Cyabra Preferred Share. Each holder of an issued and outstanding Series B Preferred Share of Cyabra, shall have the right to receive a number of Holdings Common Stock equal to the number obtained by (i) multiplying such holder’s Preferred B Pro-Rata Share (as defined below) by (ii) the outcome of dividing the amount received by Cyabra pursuant to the 2024 Convertible Notes plus any accrued but unpaid interest thereon, divided by the Valuation Cap (as defined in the 2024 Convertible Notes) plus the 2024 Convertible Notes, and (ii) multiplied by the Base Purchase Price (as defined in the Merger Agreement) divided by 10. “Preferred B Pro-Rata Share” means the ratio obtained by dividing the number of Series B Preferred Shares of Cyabra beneficially held by a shareholder by all of the outstanding Series B Preferred Shares of Cyabra.

The Converted Stock Options shall be exercisable into such number of shares of Holdings Common Stock (rounded up to the nearest whole share), determined by multiplying the number of Cyabra Ordinary Shares subject to such Cyabra Option by the Conversion Ratio, at an exercise price per share of Holdings Common Stock (rounded down to the nearest whole cent) equal to (A) the exercise price per share of Cyabra Ordinary Shares of such Cyabra Option divided by (B) the Conversion Ratio. Each outstanding Cyabra Warrant shall be treated in accordance with the terms of the relevant agreements governing such Cyabra Warrants, and Cyabra Warrants not converted, shall be assumed by Holdings.

The 2024 Convertible Notes

Contemporaneously with and as a condition of the execution of the Merger Agreement, Alpha Capital Anstalt, a Liechtenstein Anstalt (“Alpha”) and an Affiliate of the Sponsor, provided Cyabra a loan in an aggregate amount of up to $3,000,000 in the form of convertible promissory notes (the “2024 Convertible Notes”).

On July 22, 2024, Cyabra and Alpha entered into a convertible promissory note according to which, Alpha agreed to purchase an additional $3,000,000 of convertible promissory notes, for a total of $6,000,000. Such notes hold an interest at the rate of 8% per annum and shall automatically convert into Series B Preferred Shares of Cyabra at the date of consummation of the Business Combination.

PIPE

The Merger Agreement provides that Trailblazer will enter into subscription agreements with certain investors providing for aggregate investments in the amount of no less than $6,000,000 in Holdings Common Stock in a private placement that will close concurrently with the Closing (the “PIPE Investment”); provided, that in the event that an excess of $3,500,000 remains in the Trust Account after redemption of Trailblazer Common Stock in connection with the Business Combination, the PIPE Investment shall be reduced by the amount by which the Trust Account exceeds $3,500,000. As of the date of this filing, Trailblazer has not entered into any subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Since the PIPE Investment is a condition to the closing of the Business Combination in the event redemptions exceed $16.8 million, it is reflected as an adjustment to the pro forma financial statements.

Earnout

Pursuant to the Merger Agreement, the Cyabra shareholders may receive an earnout payment following the Closing of the Business Combination of up to 3,000,000 shares of Holdings Common Stock (the “Earnout Shares”) subject to certain share price achievement triggers as follows:

• If the last sale price of Holdings Common Stock on Nasdaq is greater than $15.00 for twenty (20) consecutive trading days within any thirty (30)-trading day period during the period commencing six months after Closing of the Business Combination and until December 31, 2025, the Cyabra shareholders may receive an earnout payment of 1,000,000 shares of Holdings Common Stock.

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• If the last sale price of Holdings Common Stock on Nasdaq is greater than $20.00 for twenty (20) consecutive trading days within any thirty (30)-trading day period during the period commencing six months after Closing of the Business Combination and until December 31, 2027, the Cyabra shareholders may receive an earnout payment of 1,000,000 shares of Holdings Common Stock.

• If the last sale price of Holdings Common Stock on Nasdaq is greater than $25.00 for twenty (20) consecutive trading days within any thirty (30)-trading day period during the period commencing six months after Closing of the Business Combination and until December 31, 2029, the Cyabra shareholders may receive an earnout payment of 1,000,000 shares of Holdings Common Stock.

Share Grant to Key Employees

Pursuant to the Merger Agreement, upon the Closing, the Cyabra Key Employees will receive 400,000 shares of Holdings Common Stock in the aggregate pursuant to the 2024 Plan.

Consideration

The aggregate consideration for the Business Combination will be payable in the form of shares of Holdings Common Stock, Earnout Shares, Holdings warrants and Converted Stock Options to purchase Holdings Common Stock. The following summarizes the aggregated value of the Business Combination consideration:

Common Stock, warrants and Converted Stock Options at Closing(1)		10,400,000
Cyabra warrants assumed by Holdings		(38,301	)
Converted Stock Options		(953,597	)
Earnout Shares		(3,000,000	)
Holdings Common Stock transferred at Closing(2)(3)		6,408,102
Value per share(4)	$	10.00
Total share consideration	$	64,081,020

____________

(1) The number in the table above includes approximately 3,991,898 shares of Holdings Common Stock underlying the Earnout Shares, Holdings warrants and Converted Stock Options to purchase Holdings Common Stock that do not represent legally outstanding shares of Holdings Common Stock at Closing.

(2) The number in the table above includes approximately 1,166,667 shares of Holdings Common Stock representing the as-converted basis of 1,166,667 shares of Holdings Preferred Stock issued to Alpha in connection with the 2024 Convertible Notes.

(3) The number in the table above includes 400,000 shares of Holdings Common Stock issued to Cyabra’s Key Employees upon Closing pursuant to the 2024 Plan.

(4) Share consideration is calculated using a $10.00 reference price. Actual total share consideration will be dependent on the value of Holdings Common Stock at closing.

Ownership

The following table summarizes the unaudited pro forma ownership of Holdings Common Stock that would have been outstanding as of June 30, 2024, under the no redemption and full redemption scenarios, after giving effect to the Business Combination, assuming no Holdings warrants have been exercised.

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	Assuming No Additional Redemption (Shares)	Percentage of Outstanding Shares		Assuming Full Redemption (Shares)	Percentage of Outstanding Shares
Cyabra – shares of Holdings Common Stock transferred at Closing(1)(2)	5,241,435	44.6	%	5,241,435	52.6	%
Trailblazer Public Shareholders	3,069,616	26.1	%	690,000	6.9	%
Shares held by Sponsor	2,158,950	18.4	%	2,158,950	21.7	%
Shares issued to third party advisor	105,000	1.0	%	105,000	1.1	%
Preferred Stock held by Alpha (Sponsor’s affiliate)(3)	1,166,667	9.9	%	1,166,667	11.7	%
PIPE Investors	—	0.00	%	600,000	6.0	%
Pro Forma common stock outstanding on June 30, 2024	11,741,668	100	%	9,962,052	100	%

____________

(1) The number of outstanding shares in the table above excludes approximately 3,991,898 shares of Holdings Common Stock underlying the Earnout Shares, Holdings warrants and Converted Stock Options to purchase Holdings Common Stock that do not represent legally outstanding shares of Holdings Common Stock at Closing.

(2) The number of outstanding shares in the table above includes 400,000 shares of Holdings Common Stock issued to Cyabra’s Key Employees upon Closing pursuant to the 2024 Plan.

(3) Approximately 1,166,667 shares of Holdings Common Stock representing the as-converted basis of 1,166,667 shares of Holdings Preferred Stock issued to Alpha in connection with the 2024 Convertible Notes.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2024, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, and the six months ended June 30, 2024, are based on the historical financial statements of Trailblazer and Cyabra. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2024

	Historical				Assuming No-Additional Redemption						Assuming Full-Redemption
	TRAILBLAZER MERGER CORPORATION I		CYABRA STRATEGY LTD		Transaction Accounting Adjustments				Pro Forma Combined		Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	326,280	$	102,000	$	(2,070,000	)	B	$	22,647,740	$	6,000,000		A	$	2,339,300
						(3,750,822	)	C				(26,308,440	)	F
						(1,868,158	)	G
						26,308,440		M
						4,800,000		N
						(1,200,000	)	O
Restricted Cash		62,068		19,000		1,182,201		K		1,263,269		—				1,263,269
Receivables and prepaid expenses		130,176				—				130,176		—				130,176
Accounts receivable				132,000		—				132,000		—				132,000
Other current assets				145,000		—				145,000		—				145,000
Total current assets	$	518,524	$	398,000	$	23,401,661				24,318,185		(20,308,440	)			4,009,745
Operating right-of-use asset				95,000		—				95,000		—				95,000
Property and equipment, net				91,000		—				91,000		—				91,000
Cash and marketable securities in Trust Account		76,096,169				(26,308,440	)	M		—		—				—
						(49,774,936	)	I
						166,573		J
						(1,182,201	)	K
						1,002,835		L
Total non-current assets	$	76,096,169	$	186,000	$	(76,096,169	)		$	186,000	$	—			$	186,000
TOTAL ASSETS	$	76,614,693	$	584,000	$	(52,694,508	)		$	24,504,185		(20,308,440	)			4,195,745
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	802,728	$	110,000	$	(495,180	)	C	$	417,548	$	—			$	417,548
Income taxes payable		894,613								894,613		—				894,613
Promissory note related party		1,701,585				(1,868,158	)	G		—		—				—
						166,573		J
Current maturities of long-term loans				1,152,000		—				1,152,000		—				1,152,000
Operating lease liability				84,000		—				84,000		—				84,000
Deferred revenues				1,737,000		—				1,737,000		—				1,737,000
Other current liabilities				1,612,000		(694,638	)	C		917,362		—				917,362
Liability for issuance of convertible notes				1,200,000		(1,200,000	)	N		—		—				—
Total current liabilities		3,398,926	$	5,895,000		(4,091,403	)			5,202,523		—				5,202,523
NON-CURRENT LIABILITIES
Deferred tax liability		7,996				—				7,996		—				7,996
Deferred underwriting fee payable		2,070,000				(2,070,000	)	B		—		—				—
Long-term loans				768,000		—				768,000		—				768,000
Long-term deferred revenues				581,000		—				581,000		—				581,000
Operating lease liability				8,000		—				8,000		—				8,000
Liability for future equity (SAFE)				1,281,000		(1,281,000	)	D		—		—				—
Liability with respect to warrants				281,000		—				281,000		—				281,000
Total noncurrent liabilities	$	2,077,996	$	2,919,000		(3,351,000	)			1,645,996		—				1,645,996
Total liabilities	$	5,476,922	$	8,814,000		(7,442,403	)			6,848,519		—				6,848,519

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2024

	Historical						Assuming No-Additional Redemption							Assuming Full-Redemption
	TRAILBLAZER MERGER CORPORATION I			CYABRA STRATEGY LTD			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments				Pro Forma Combined
MEZZANINE EQUITY
Trailblazer Class A Common Stock subject to possible redemption, 6,900,000 shares at redemption value at $10.88 per share as of June 30, 2024 and $10.47 at December 31, 2023	$	75,063,624		$			$	(25,288,688	)	F	$	—		$	—			$	—
								(49,774,936	)	I
Redeemable Convertible Preferred A and A-1 shares, NIS 0.01 par value: 607,373 shares authorized as of June 30, 2024 and 2023, 515,186 issued and outstanding as of June 30, 2024 and 2023, Aggregate liquidation preference of $6,672, and $6,353 as of June 30, 2024 and 2023, respectively; Redeemable Convertible Preferred A-2 and A-3 shares, NIS 0.01 par value: 596,056 shares authorized as of June 30, 2024 and 2023, and 388,739 issued and outstanding as of June 30, 2024 and 2023, Aggregate liquidation preference of $6,090, and $5,800 as of June 30, 2024 and 2023, respectively.					11,780,000			(11,780,000	)	D		—			—				—
Preferred Stock					—			6,000,000		N		6,000,000			—				6,000,000
Total mezzanine equity	$	75,063,624		$	11,780,000		$	(80,843,624	)		$	6,000,000		$	—			$	6,000,000
STOCKHOLDERS’ EQUITY
Trailblazer Class A Common Stock, $0.0001 par value; 100,000,000 shares authorized: 2,119,499 issued and outstanding (excluding 6,900,000 shares subject to possible redemption) at June 30, 2024 and December 31, 2023		212						484		D		1,058			60		A		880
								238		F					(238	)	F
								11		H
								40		O
								73		P
Trailblazer Class B Common Stock, $0.0001 par value; 5,000,000 shares authorized; 1 share issued and outstanding at June 30, 2024 and December 31, 2023								—				—			—				—
Cyabra Ordinary Shares, NIS 0.01 par value: 8,796,571 shares authorized as of June 30, 2024 and 2023, and 635,984 and 628,801 issued and outstanding as of June 30, 2024 and 2023, respectively.					2,000			(2,000	)	D		—			—				—
Additional paid-in capital					3,770,000			(635,229	)	C		40,918,783			5,999,940		A		20,610,521
								13,062,516		D					(26,308,202	)	F
								(5,616,830	)	E
								25,288,450		F
								1,049,989		H
								3,999,960		O
								(73	)	P
Accumulated deficit		(3,926,065	)		(23,782,000	)		(1,925,775	)	C		(29,264,175	)						(29,264,175	)
								5,616,830		E
								(1,050,000	)	H
								1,002,835		L
								(5,200,000	)	O
Total shareholders’ equity (deficit)	$	(3,925,853	)	$	(20,010,000	)		35,591,519				11,655,666			(20,308,440	)			(8,652,774	)
Total liabilities and shareholders’ equity (deficit)	$	76,614,693		$	584,000		$	(52,694,508	)			24,504,185			(20,308,440	)			4,195,745

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2024

	Historical						Assuming No Additional Redemption							Assuming Full Redemption
	TRAILBLAZER MERGER CORPORATION I			CYABRA STRATEGY LTD			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments	Pro Forma Combined
Revenues	$	—		$	1,839,000						$	1,839,000			$	1,839,000
Total Revenues	$	—		$	1,839,000						$	1,839,000			$	1,839,000
Cost of revenues					420,000							420,000				420,000
Gross profit	$	—		$	1,419,000			—			$	1,419,000		—	$	1,419,000

Operating costs and expenses
Research and development		—			2,325,000							2,325,000				2,325,000
Sales and marketing		—			1,429,000							1,429,000				1,429,000
General and administrative		960,799			1,797,000							2,757,799				2,757,799
Operating loss	$	(960,799	)	$	(4,132,000	)						(5,092,799	)			(5,092,799	)
Financial income (expenses), net		1,936,301			(701,000	)		(1,936,301	)	AA		(266,000	)			(266,000	)
								435,000		CC
Loss before income taxes	$	975,502		$	(4,833,000	)	$	(1,501,301	)		$	(5,358,799	)		$	(5,358,799	)
Income Tax benefit (expense)		(385,623	)		(5,000	)		385,623		BB		(5,000	)			(5,000	)
Net gain (loss)	$	589,879		$	(4,838,000	)	$	(1,115,678	)		$	(5,363,799	)	—	$	(5,363,799	)

Basic and diluted loss per share				$	(7.06	)
Weighted average number of ordinary shares outstanding used in computation of basic and diluted loss per share					725,237
Basic and diluted weighted average shares outstanding, Trailblazer Class A Common Stock		9,019,499
Basic and diluted net income per share, Trailblazer Class A Common Stock	$	0.07
Basic and diluted weighted average shares outstanding, Trailblazer Class B Common Stock		1
Basic and diluted net income per share, Trailblazer Class B Common Stock	$	—

Pro forma net loss per share attributable to common stockholders, basic and diluted											$	(0.51	)		$	(0.61	)
Pro forma weighted average common stocks outstanding, basic and diluted												10,575,001				8,795,385

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATION
FOR THE YEAR ENDED DECEMBER 31, 2023

	Historical						Assuming No Redemption							Assuming Full Redemption
	TRAILBLAZER MERGER CORPORATION I			CYABRA STRATEGY LTD			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments	Pro Forma Combined
Revenues	$	—		$	1,922,000						$	1,922,000			$	1,922,000
Total Revenues	$	—		$	1,922,000						$	1,922,000			$	1,922,000
Cost of revenues					603,000							603,000				603,000
Gross profit	$	—		$	1,319,000			—			$	1,319,000		—	$	1,319,000

Operating costs and expenses
Research and development		—			3,593,000			3,466,667		CC		7,059,667				7,059,667
Sales and marketing		—			2,738,000							2,738,000				2,738,000
General and administrative		543,536			929,000			1,733,333		CC		6,181,644				6,181,644
								1,925,775		BB
Operating loss	$	(543,536	)	$	(5,941,000	)	$	(7,125,775	)		$	(13,610,311	)	—	$	(13,610,311	)
Financial income (expenses), net		2,614,863			(604,000	)		(2,614,863	)	AA		(604,000	)			(604,000	)
Stock-based compensation (expense)		(207,087	)		—							(207,087	)			(207,087	)
Loss before income taxes	$	1,864,240		$	(6,545,000	)	$	(9,740,638	)		$	(14,421,398	)		$	(14,421,398	)
Income Tax benefit (expense)		(516,986	)		5,000			516,986		DD		(5,000	)			(5,000	)
Net gain (loss)	$	1,347,254		$	(6,550,000	)	$	(9,223,652	)		$	(14,426,398	)	—	$	(14,426,398	)

Basic and diluted loss per share				$	(10.29	)
Weighted average number of ordinary shares outstanding used in computation of basic and diluted loss per share					680,182
Basic weighted average shares outstanding, Trailblazer Class A Common Stock(2)		7,165,376
Basic net income (loss) per share, Trailblazer Class A Common Stock	$	0.19
Diluted weighted average shares outstanding, Trailblazer Class A Common Stock(2)		7,220,855
Diluted net income (loss) per share, Trailblazer Class A Common Stock	$	0.19
Basic and diluted weighted average shares outstanding, Trailblazer Class B Common Stock(1)		1
Basic and diluted net income (loss) per share, Trailblazer Class B Common Stock	$	—

Pro forma net loss per share attributable to common stockholders, basic and diluted											$	(1.36	)		$	(1.64	)
Pro forma weighted average common stocks outstanding, basic and diluted												10,575,001				8,795,385

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2024, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2024, and the year ended December 31, 2023, are based on the historical financial statements of Trailblazer and Cyabra. The transaction accounting adjustments for the Business Combination consist of those necessary to account for the Business Combination.

The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined balance sheet as of June 30, 2024, assumes that the Business Combination occurred on June 30, 2024. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024, and the year ended December 31, 2023, presents pro forma effect to the Business Combination as if it had been completed on January 1, 2023.

The unaudited pro forma combined balance sheet does not include a historical balance sheet of Holdings, as it is not expected to have any assets or liability as of the date of Closing of the Business Combination. Similarly, the unaudited pro forma combined statements of operations do not include historical statements of operations of Holdings, as it has yet to incur any income or expenses.

The unaudited pro forma condensed combined balance sheet as of June 30, 2024, has been prepared using, and should be read in conjunction with, the following:

• Trailblazer’s unaudited condensed balance sheet as of June 30, 2024 and the related notes for the six months ended June 30, 2024, included elsewhere in this proxy statement/prospectus; and

• Cyabra’s unaudited condensed consolidated balance sheet as of June 30, 2024, and the related notes for the six months ended June 30, 2024 included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 has been prepared using, and should be read in conjunction with, the following:

• Trailblazer’s unaudited condensed statement of operations for the six months ended June 30, 2024, and the related notes included elsewhere in this proxy statement/prospectus; and

• Cyabra’s unaudited condensed consolidated statements of operations for the six months ended June 30, 2024 and the related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, has been prepared using, and should be read in conjunction with, the following:

• Trailblazer’s audited statement of operations for the year ended December 31, 2023, and the related notes included elsewhere in this proxy statement/prospectus; and

• Cyabra’s audited consolidated statements of operations for the year ended December 31, 2023, and the related notes included elsewhere in this proxy statement/prospectus.

The historical financial information has been adjusted to reflect the Pro Forma Adjustments giving effect to the Business Combination and related transactions as described in more detail below.

The Pro Forma Adjustments reflecting the consummation of the Business Combination and certain other transactions as described in more detail below are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The Pro Forma

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Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Trailblazer believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Pro Forma Adjustments based on information available to management at this time and that the Pro Forma Adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination and related transactions as described in more detail below. Trailblazer and Cyabra have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited condensed combined pro forma financial statements are presented in two scenarios, namely “no redemption” and “full redemption”, as follows:

• Full Redemptions Scenario — This presentation assumes that Trailblazer stockholders holding 2,379,616 shares of Trailblazer Class A Common Stock exercise their redemption rights for the approximately $26.3 million of funds in the Trust Account (assuming the value of the redeemed Trailblazer Class A Common Stock is $11.06 per share) leaving no gross proceeds remaining in the Trust Account resulting in the maximum investment of $6.0 million of the PIPE Investment.

2. Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Surviving Corporation. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are expected to have a continuing impact on the results of the Surviving Corporation.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 ”Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Trailblazer has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to transaction accounting adjustments that reflect the accounting for the transaction under US GAAP. Cyabra and Trailblazer have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

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The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of Holdings shares outstanding, assuming the Business Combination occurred on January 1, 2023.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2024, are as follows:

A. Reflects the proceeds received from a $6.0 million PIPE investment at the Closing of the Business Combination. As of the date of this filing, Trailblazer has not entered into any Subscription Agreements with the PIPE Investors. However, since the PIPE Investment is a condition to the closing of the Business Combination in the event redemptions exceed $16.8 million, it is reflected as an adjustment to the pro forma financial statements.

B. Reflects the settlement of deferred underwriting commissions upon the Closing of the Business Combination.

C. Reflects the preliminary estimated transaction costs expected to be incurred by Trailblazer and Cyabra of approximately $3.8 million as part of the Business Combination. Of the estimated $2.1 million Trailblazer transaction costs, no fees have been paid and $0.5 million have been accrued as of the pro forma balance sheet date. The remaining amount of $1.6 million is reflected as an adjustment to accumulated deficit. Of the estimated $1.6 million Cyabra transaction costs, no fees have been paid, $0.7 million have been accrued as of the pro forma balance sheet date and $0.3 million represent expenses that are not directly related to the Business Combination and are reflected as an adjustment to accumulated deficit. The remaining amount of $0.6 million is included as an adjustment to additional paid-in capital.

D. Reflects the conversion of Cyabra’s Ordinary Shares, Preferred Stock, SAFE and certain Warrants into Holding’s Common Stock at the Closing of the Business Combination.

E. Represents the elimination of Trailblazer’s historical accumulated losses after recording the transaction costs to be incurred by Trailblazer as described in (C) above, the issuance of the advisory shares to LifeSci, as described in (H) below and the recognition of interest earned on the Trust Account subsequent to June 30, 2024 as described in (L) below.

F. Reflects the maximum redemption of 2,379,616 Trailblazer shares for aggregate redemption payments of $26.3 million at a redemption price of approximately $11.06 per share.

G. Reflects the repayment of the promissory note provided to Trailblazer by the Sponsor (the “Promissory Note”). The Promissory Note is non-interest bearing which became payable upon the Closing of the Business Combination.

H. Reflects the advisory agreement entered into whereby Trailblazer agreed to pay a fee for the provision by the underwriters of certain services relating to the Business Combination. The fee equates to a total of 105,000 shares of Holding’s Common Stock representing 1.5% of the total consideration paid in connection with the Business Combination. Such shares were valued at $10.00 per share.

I. Reflects the redemption of 4,520,384 Public Shares for a cash payment of approximately $49.8M, or approximately $11.01 per share, to extend the date by which Trailblazer has to consummate a Business Combination from September 30, 2024 to September 30, 2025.

J. Reflects borrowings from the Sponsor in order to fund extension payments into the Trust Account.

K. Reflects interest withdrawn from Trust Account subsequent to June 30, 2024 to pay for tax obligations.

L. Reflects interest earned in the Trust Account subsequent to June 30, 2024.

M. Reflects the liquidation and reclassification of $26.3 million of funds held in the Trust Account to cash and bank balances that becomes available following the Business Combination.

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N. Reflects Convertible Notes entered into by Cyabra in anticipation of the Closing of the Business Combination. The 2024 Convertible Notes are measured at fair value. As of June 30, 2024, cash in the amount of $1.2 million was received as an advance payment, with the remainder to be received prior to the Closing of the Business Combination. The adjustment represents the automatic conversion of the total cash amount of $6 million under the 2024 Convertible Notes into Preferred Stock upon the Closing of the Business Combination.

O. Reflects the one-time transaction bonus in the amount of $1.2 million payable in cash and $4 million payable in Holding’s Common Stock to the Key Employees upon the Closing of the Business Combination. For the purposes of these pro forma financial statements, it was assumed that the grant date fair value of the 400,000 shares of Common Stock granted to Key Employees was $10 per share.

P. Reflects the conversion 7,294,500 Rights into 729,450 shares of Class A common stock upon the closing of the Business Combination.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024, are as follows:

AA. Reflects elimination of interest income and unrealized gain on the Trust Account.

BB. Reflects the elimination of income tax expense related to interest income held in the Trust Account because this income tax expense would not be incurred if the Business Combination was consummated on January 1, 2023.

CC. Reflects the elimination of the change in fair value of the SAFE during 2024 because this financing expense would not be incurred if the Business Combination was consummated on January 1, 2023.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, are as follows:

AA. Reflects elimination of interest income and unrealized gain on the Trust Account.

BB. Reflects the estimated transaction costs of approximately $1.9 million as if the Business Combination was consummated on January 1, 2023.

CC. Reflects the one-time transaction bonus in the amount of $1.2 million payable in cash and $4 million payable in Holding’s Common Stock to the Key Employees upon the Closing of the Business Combination. For the purposes of these pro forma financial statements, it was assumed that the grant date fair value of the 400,000 shares of Common Stock granted to Key Employees was $10 per share.

DD. Reflects the elimination of income tax expense related to interest income held in the Trust Account because this income tax expense would not be incurred if the Business Combination was consummated on January 1, 2023.

4. Loss per Share

Net loss per share is calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2023. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

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The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption for the six months ended June 30, 2024, and the year ended December 31, 2023:

	For the six months ended June 30, 2024
	Assuming No Additional Redemption			Assuming Full Redemption
Pro forma net loss	$	(5,363,799	)	$	(5,363,799	)
Pro forma weighted average shares outstanding of common stock(1)(2)		10,575,001			8,795,385
Pro forma Net loss per share (basic and diluted)	$	(0.51	)	$	(0.61	)
Pro forma weighted average shares outstanding – basic and diluted
Trailblazer Public Shareholders		3,069,616			690,000
Sponsor		2,158,950			2,158,950
Cyabra shareholders		5,241,435			5,241,435
Third party shares		105,000			105,000
Pipe Investors		—			600,000
		10,575,001			8,795,385

____________

(1) The pro forma basic and diluted weighted average shares outstanding of common stock exclude 1,166,667 shares of Holdings Preferred Stock issued to Alpha in connection with the 2024 Convertible Notes, as these are not deemed a loss participating security and their effect is antidilutive.

(2) The above calculation excludes the effects approximately 3,991,898 shares of Holdings Common Stock underlying the Holdings warrants, Earnout Shares and Converted Stock Options from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders of the combined entity is the same.

	For the year ended December 31, 2023
	Assuming No Additional Redemption			Assuming Full Redemption
Pro forma net loss	$	(14,426,398	)	$	(14,426,398	)
Pro forma weighted average shares outstanding of common stock(1)(2)		10,575,001			8,795,385
Pro forma Net loss per share (basic and diluted)	$	(1.36	)	$	(1.64	)
Pro forma weighted average shares outstanding – basic and diluted
Trailblazer Public Shareholders		3,069,616			690,000
Sponsor		2,158,950			2,158,950
Cyabra shareholders		5,241,435			5,241,435
		105,000			105,000
Pipe Investors		—			600,000
		10,575,001			8,795,385

____________

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PROPOSAL 1: THE MERGER PROPOSAL

General

Holders of Trailblazer Common Stock are being asked to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Business Combination. Trailblazer stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus and is incorporated by reference herein in its entirety. Please see the section titled “The Merger Proposal — The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal. Capitalized terms not defined in this section have the meanings ascribed to them in the Merger Agreement.

Because Trailblazer is holding a stockholder vote on the Business Combination, Trailblazer may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of Trailblazer Common Stock as of the Record Date for the Special Meeting.

Background of the Business Combination

Prior to the consummation of the IPO, neither Trailblazer, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Trailblazer.

Upon the consummation of the IPO, Trailblazer’s management team commenced an active search for prospective businesses to acquire in its initial business combination. Through the networks of relationships of its management team, the Sponsor and its affiliates, representatives of Trailblazer contacted, and representatives of Trailblazer were contacted by, a number of individuals, financial advisors and other entities who offered to present ideas for business combination opportunities, including investment banks and advisors.

Background of Trailblazer’s Interactions with Initial Candidates

During the search process, Trailblazer evaluated approximately 64 business combination opportunities across a broad range of sectors including Defense, Cybersecurity, Financial Technology, Consumer Goods, Health Care, and more.

Of the 64 companies it had evaluated, Trailblazer conducted in-person and/or virtual meetings with 37 companies, before executing non-disclosure agreements with 16 potential target businesses and entering into substantive discussions with several potential target businesses and/or substantial stockholders thereof.

The decisions not to pursue the alternative acquisition targets were generally the result of one or more of the following: (i) a difference in valuation expectations between Trailblazer, on the one hand, and the target, on the other hand; (ii) Trailblazer’s assessment of the target company’s ability to execute, scale its business and achieve its targeted financial projections; (iii) the long-term viability of the target business or its industry or the target’s ability to compete long-term; (iv) the amount of capital that would need to be raised in connection with the closing of a business combination in order to support the target’s business over the near-term, and the likelihood of raising such capital at a valuation mutually agreeable to Trailblazer and the target; (v) material negative items surfacing during extensive due diligence efforts; or (vi) Trailblazer’s assessment of limited interest from institutional investors in the target or relevant industry. Trailblazer had either terminated discussions with each of these potential targets prior to meeting with Cyabra or prior to its decision to focus exclusively on a business combination with Cyabra.

Target 1

Target 1 was a United States-based company that developed a financial automation platform for construction. Target 1 was introduced to Trailblazer through Cynergy Advisors. Trailblazer’s management first met with Target 1 management and certain of its investors on April 28, 2023, via videoconference. Target 1 provided Trailblazer a full breakdown of the company and its financial situation, as well as capital formation and funding history, in addition to asking Trailblazer about the SPAC structure. A follow up meeting was held on May 1, 2023, where Target 1’s management came to Trailblazer’s New York City office, where the parties further explored the company’s operation,

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business model, sales process, team breakdown and more. Another meeting between the parties occurred on May 4, 2023 to discuss Target 1’s capitalization table and previous rounds of financing. Trailblazer sent an illustrative term sheet to Target 1 on June 13, 2023. Discussions with Target 1 ceased shortly thereafter when Trailblazer management decided that the process was still in its early maturity phase and management was interested in engaging with alternative targets.

Target 2

Target 2 was a California-based company involved in the 3D printing industry. Target 2 was introduced to Trailblazer via LifeSci. The first point of contact between Trailblazer and Target 2 occurred on May 25, 2023 in a videoconference meeting attended by Trailblazer management, the CEO of Target 2 and representatives from LifeSci. The parties discussed a full overview of Target 2 and its operations, company financials, product development and pipeline, accounting principles and capital raise requirements. On June 6, 2023, the parties conducted another conference call, where the parties discussed the target’s business and its debt obligations. Trailblazer sent an illustrative term sheet to Target 2 on July 1, 2023. The parties attended a brief update meeting on August 23, 2023. Shortly thereafter, Trailblazer determined not to pursue the transaction, concluding Target 2 had a challenging financial structure.

Target 3

Target 3 was a United States-based social media platform company. Trailblazer was introduced to Target 3 by way of LifeSci. The first meeting between Trailblazer and Target 3 occurred on June 28, 2023, and was attended by Trailblazer management and Target 3’s CEO. Target 3 presented its background, financial situation, corporate and consumer structure, and past fundraising efforts. On July 6, 2023, Trailblazer sent Target 3 an illustrative term sheet. On July 14, 2023, the parties held a follow up meeting attended by Trailblazer and Target 3’s management teams. Shortly thereafter, Target 3 indicated to Trailblazer that it was not interested in the transaction, leading to a cease in dialogue.

Target 4

Target 4 was an Israeli company developing AI-based system solutions. Trailblazer was introduced to Target 4 by Lamed Holdings. The first point of contact between Trailblazer, Target 4 and Lamed Holdings occurred on July 5, 2023. Trailblazer introduced the SPAC structure to Target 4, and Target 4 gave an overview of the company, including specific use cases and existing customers, as well as potential go to market strategies in the United States. Target 4 also provided a corporate structure overview, company revenues, fundraising history and ‘go public’ aspirations. On July 13, 2023, a follow-up meeting occurred where Target 4 further presented its company overview, including discussing existing partnerships in depth, as well as its financing requirements. On July 17, 2023, Trailblazer sent an illustrative term sheet Target 4. On July 19, 2023, Trailblazer management participated in a conference call with a significant investor in Target 4 in order to further discuss the SPAC structure. On July 30, 2023, Trailblazer management met with Target 4 management in person at Target 4’s offices in Tel Aviv. Shortly thereafter, Trailblazer determined not to pursue the transaction with Target 4 due to management and capital structure queries.

Target 5

Target 5 was an Israeli-based company in the defense sector developing technological solutions. Target 5 was introduced to Trailblazer by Lamed Holdings. Trailblazer, Target 5 and Lamed Holdings first met on November 1, 2023 via videoconference. After a successful introductory call and circulation of a capitalization table to the Trailblazer team on November 6, 2023, a follow up meeting was held on November 8, 2023, where the parties discussed Target 5’s flagship product in depth, as well as manufacturing processes, sales strategies, and plans for the near and long term development. On November 14, 2023, Bob Spivak of LifeSci circulated an illustrative term sheet to Target 5 on Trailblazer’s behalf. Additionally, on November 16, 2023, the VP and GM of US Operations at Target 5 visited Trailblazer’s New York City office for a product demonstration. Trailblazer management then conducted due diligence on Target 5, including investigating market comparables and analysis of products. On November 21, 2023, Trailblazer representatives again met with Target 5 leadership to discuss the term sheet, including issues such as PIPE terms, domicile location and existing institutional investors in the company. Target 5 ultimately ceased discussions with Trailblazer after Target 5 concluded that a deal of this structure was not aligned with its desired near-term timeline.

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Target 6

Target 6 was an Israeli-based cybersecurity company, developing device level operational technology protection. Target 6 was introduced to Trailblazer by Lamed Holdings. Trailblazer first met with management of Target 6 on November 7, 2023. Target 6 gave a company presentation, discussing their technology, sales process, go to market strategy, growth prospects, in addition to discussions regarding past and future revenues, as well as fundraising needs moving forward. An additional meeting occurred on November 15, 2023, where a similar company presentation was given, along with financial discussions and fundraising needs. On March 28, 2024, the parties renewed discussions with the purpose of receiving operational and financial updates from Target 6, as well as discussing potential structures and interest for a deal with Trailblazer. Trailblazer sent an illustrative term sheet to Target 6 on April 3, 2024. However, Trailblazer then ceased conversations with Target 6 after deciding to pursue a transaction with Cyabra, the eventual business combination partner.

Target 7

Target 7 was an Israeli-based defense company. Target 7 was introduced to Trailblazer management by way of Lamed Holdings, though there had been longstanding previous discussions between Trailblazer management and Target 7 for alternative deal structures unrelated to Trailblazer. Trailblazer first engaged with Target 7 on January 3, 2024, where the SPAC structure was discussed with Target 7’s management. Trailblazer sent a letter of intent on January 21, 2024. Conversations ceased soon after due to Target 7’s lack of interest in pursuing a deal of this structure.

Target 8

Target 8 was a United States-based luxury foods company. The first meeting between Trailblazer and Target 8 occurred on January 23, 2024 and was attended by Trailblazer management and Target 8’s CEO. Target 8 shared information on the company’s restructuring process after a bankruptcy, strategic goals and financials. Trailblazer sent an illustrative term sheet to Target 8 on February 7, 2024. Trailblazer management and Target 8 management conducted a follow up meeting on February 8, 2024, where the parties held further discussions regarding the company’s operations and the draft term sheet. Trailblazer ultimately ended discussions with Target 8 due to questions regarding whether the SPAC structure was the right fit for the company, in addition to Trailblazer’s determination to pursue negotiations with Cyabra.

Discussions and Negotiations with Cyabra

On May 30, 2023, Lamed Holdings circulated company information on revenues, funding information and a brief company background regarding Cyabra to Trailblazer management.

On June 21, 2023, Trailblazer held a preliminary call with Cyabra’s CEO, Dan Brahmy, and CPO, Yossef Daar. On the call, the parties discussed an overview of the Company including a technical description of its products, use cases and case studies. Trailblazer conducted its standard preliminary questionnaire process ensuring that Cyabra was a potential fit for a business combination, collecting initial information on revenue and annual recurring revenue metrics, as well as previous fundraising rounds and valuations. In addition, company financials and budgeting were discussed.

On July 20, 2023, an additional introductory call occurred in order to obtain updates about the current status of the company. Cyabra indicated that it had engaged in early stage conversations regarding terms of going public on the Toronto Stock Exchange.

On July 26, 2023, Trailblazer visited Cyabra’s office in Tel Aviv for further discussions about the company and its operations. The team received a tour of Cyabra’s office, as well as a full presentation on the company’s technology, use cases, discussions about a select list of existing and pipeline customers, as well as the company’s accounting and revenue recognizing procedures.

On August 7, 2023, the Cyabra’s CEO, Dan Brahmy, attended a meeting at Trailblazer’s office in New York City with the purpose of further discussing potential terms for a business combination. Additionally, there were conversations about the company’s existing financing round, desire to hire a full time CFO, a capitalization table breakdown, as well as macro-level discussions of a deSPAC transaction timeline.

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On August 15, 2023, Lamed Holdings circulated to Trailblazer management an overview of Cyabra, discussing potential valuation, the company’s go to market strategy, business model, technology review, and financing.

On August 19, 2023, Cyabra received an illustrative proposal for a potential merger with Trailblazer via Dave Dobkins of LifeSci.

On August 23, 2023, Cyabra sent back its notes on the illustrative proposal to the LifeSci and Trailblazer teams, with concerns including but not limited to: PIPE Investment size, information about a possible equity line of credit, founders salary increase, board of directors appointment rights, and a time frame estimation.

On September 1, 2023, LifeSci submitted a preliminary letter of intent to Cyabra for its consideration.

On September 6, 2023, Cyabra sent back certain questions and comments on the letter of intent including the size of any pre-closing financing, the size of the proposed equity line of credit, adjustments in compensation for founding employees and lock up restrictions following the close of the transaction.

On September 13, 2023, Lamed Holdings contacted the Trailblazer team to provide potential options for conducting technology due diligence.

On September 18, 2023, LifeSci provided a revised letter of intent to Cyabra addressing Cyabra’s previous comments.

On September 20, 2023, Cyabra and Trailblazer entered into a non-disclosure agreement.

In October 2023, Cyabra indicated that it was not prepared to immediately move forward with the proposed transaction due to volatile conditions that were occurring in Israel as a result of the October 7, 2023 attack.

On January 12, 2024, Cyabra reached out to Trailblazer’s management and indicated that it was interested in reengaging in discussions regarding a proposed transaction with Trailblazer.

On January 24, 2024, Trailblazer provided a revised letter of intent to Cyabra. The revised letter of intent updated the terms of the PIPE Investment.

On February 5, 2024, Trailblazer introduced its U.S. counsel, Loeb & Loeb LLP (“Loeb”), to Cyabra’s counsel in Israel, Goldfarb Gross Seligman & Co. (“Goldfarb”) via email.

On February 8, 2024, Cyabra circulated a revised markup of the letter of intent, which included revisions to the exclusivity terms, the earnout and the closing conditions.

On February 13, 2024, Loeb circulated a revised markup of the letter of intent, which included revisions to the exclusivity terms, the consideration, the lock-up, registration rights and the closing conditions.

On February 14, 2024, Cyabra circulated to Trailblazer an updated financial model and information deck, including but not limited to cash flow models, unaudited financial statements, and a customer waterfall model.

On February 18, 2024, Cyabra circulated a revised markup of the letter of intent, which included revisions to the consideration, board of directors terms, the closing conditions, lock-up terms and registration rights.

On February 20, 2024, Trailblazer circulated a revised markup of the letter of intent, which included revisions to the exclusivity terms, the bridge financing terms, PIPE Investment, 2024 Plan, compensation agreements, company debt, closing conditions and the lock-up terms.

On February 21, 2024, Cyabra circulated a revised markup of the letter of intent, which included an additional provision regarding the termination of the letter of intent’s exclusivity in cases of tax implications relating to repayment obligations to the IIA.

On February 26, 2024, Cyabra circulated to the Trailblazer team updated Cyabra information and materials, including a company overview, access to their data room, and additional information regarding the company.

On February 26, 2024, Trailblazer circulated a revised markup of the letter of intent, which included revisions to the provision regarding the termination of the letter of intent’s exclusivity in cases of tax implications relating to repayment obligations to the IIA.

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On February 28, 2024, the parties executed the letter of intent.

On March 4, 2024, Trailblazer engaged with David Enzer of Roth in order to discuss obtaining a fairness opinion for the transaction.

On March 5, 2024, members from Trailblazer, Cyabra, LifeSci, Loeb, Goldfarb, and KPMG Israel attended an initial meeting titled ‘Project Comet’, highlighting organizational next steps following the execution of the letter of intent. The parties also began to discuss the structure of the transaction.

On March 8, 2024, Trailblazer met with Cyabra’s CEO, Dan Brahmy, to discuss the company’s business updates and progress since initial discussions, including information on strategic agreements, as well as updates on customer acquisition and retention processes, technological advancements, information on Cyabra’s customer pipeline, and the financial state of the company.

On March 11, 2024, Trailblazer, Cyabra and their respective counsel and accountants held a follow up call to discuss the structure of the transaction and the tax implications.

From March 18, 2024, through March 20, 2024, the parties had email correspondence and telephone conversations regarding a reverse triangular merger and possible tax implications for Cyabra shareholders in Israel.

On March 28, 2024, Loeb had an introductory call with Sullivan & Worcester LLP (“Sullivan”), Israeli counsel for Trailblazer.

On April 2, 2024, Loeb, Sullivan, Goldfarb and Lowenstein Sandler LLP (“Lowenstein”), U.S. counsel for Cyabra, held a call to discuss the transaction.

On April 3, 2024, Loeb circulated a diligence request list to Goldfarb and Lowenstein.

On April 4, 2024, Trailblazer met preliminarily with Nogaron LTD (“Nogaron”), to discuss conducting general technological due diligence of Cyabra’s product on behalf of Trailblazer.

On April 17, 2024, Loeb circulated an initial draft of the Merger Agreement to Goldfarb and Lowenstein, which included a reverse merger structure.

On April 18, 2024, Sullivan provided supplemental due diligence questions to Goldfarb and Lowenstein.

On April 24, 2024, Lowenstein circulated a revised draft of the Merger Agreement, which revised certain representations and warranties, modified the treatment of company options, warrants and convertible notes to comply with certain requirements in Israel, incorporated terms for certain incentive compensation to be received by certain shareholders of Cyabra, and incorporated language regarding obtaining certain tax rulings in Israel.

On April 29, 2024, Lowenstein and Loeb discussed certain HSR Act matters and determined that the transaction fell below applicable thresholds.

On May 2, 2024, Goldfarb circulated responses to certain supplemental due diligence requests.

Also on May 2, 2024, Loeb circulated an updated draft of the Merger Agreement which further revised certain representations and warranties, and removed provisions regarding the acceleration of the Earnout Shares upon a change in control.

On May 7, 2024, Loeb circulated additional due diligence requests to Goldfarb and Lowenstein.

On May 8, 2024, Trailblazer, Cyabra and their respective counsel held a call to review the pro forma cap table for the transaction. Since such time, Trailblazer, Cyabra, and their respective counsel have held weekly calls to discuss the Business Combination.

On May 9, 2024, Sullivan and Goldfarb had a conference call to discuss the procedure and timing for obtaining certain tax rulings in Israel.

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On May 13, 2024, Lowenstein circulated a further revised draft of the Merger Agreement which further revised certain representations and warranties, revised the service recognition for holders of converted stock options, reinstated provisions regarding the acceleration of the Earnout Shares upon a change in control and revised tax treatment language of Cyabra’s Israeli shareholders.

On May 15, 2024, Nogaron began its technical due diligence investigation of Cyabra. Trailblazer requested validation of accuracy levels of Cyabra’s product, in addition to verifying scalability of the product.

Also on May 15, 2024, Lowenstein circulated an initial draft of the disclosure schedules to the Merger Agreement to Loeb.

On May 20, 2024, Lowenstein circulated draft of the Proposed Certificate of Incorporation and Proposed Bylaws to Loeb. In addition, on May 20, 2024, Loeb circulated a copy of the Combined Company’s pro forma cap table.

On May 22, 2024, Loeb circulated a revised draft of the Merger Agreement which addressed certain comments related to the tax rulings and other provisions under Israeli law. Loeb also circulated the bridge financing documents and certain ancillary transaction documents.

On May 24, 2024, Lowenstein circulated revision to the ancillary transaction documents.

On May 26, 2024, Loeb circulated a promissory note that was forwarded to it by Alpha’s counsel for a financing by Alpha prior to the closing of the Business Combination. Between May 26 and May 30, the parties negotiated the terms of the promissory note and executed the note in the amount of $1,200,000.

On May 28, 2024, the parties had a follow up call to discuss open diligence items including Cyabra’s compliance with data privacy requirements. In addition, on May 28, 2024, Lowenstein provided certain comments to the bridge note documents.

On May 29, 2024, Lowenstein circulated additional changes to the Merger Agreement which further addressed certain issues under Israeli law.

On June 13, 2024, Loeb circulated updated bridge note documents, additional comments to the Merger Agreement, comments to the disclosure schedules, and comments to certain ancillary documents.

On June 23, 2024, Nogaron presented Trailblazer with their preliminary due diligence findings.

On July 10, 2024, Loeb circulated additional comments to the disclosure schedules.

On July 11, 2024, Lowenstein circulated updated disclosure schedules to Trailblazer and its counsel.

On July 17, 2024, the Nogaron team discussed their findings as to Cyabra’s data models and product. The accuracy claims of Cyabra were verified through extensive diligence and testing.

Also on July 17, 2024, Cyabra and Trailblazer and their respective counsel had discussions and emails regarding the anti-dilution provisions of the bridge documents.

On July 21, 2024, the Trailblazer Board met to review and discuss the transaction. During the board meeting, representatives of Roth reviewed Roth’s financial analysis of the Business Combination with the Trailblazer Board and rendered to the Trailblazer Board an oral opinion (subsequently confirmed in writing) that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Roth in preparing its opinion (attached as Annex E to this proxy statement/prospectus), the consideration to be paid by Trailblazer to the Cyabra shareholders pursuant to the Merger Agreement was fair from a financial point of view to the stockholders of Trailblazer Common Stock.

During the board meeting, Loeb and Trailblazer management presented their due diligence findings to the Trailblazer Board and their conclusion that there were no red flags that Loeb or Trailblazer management came across during the course of their diligence of Cyabra. Throughout the board meeting, the Trailblazer Board asked numerous questions of Roth, Loeb and Trailblazer management, and, upon receiving satisfactory responses, the Trailblazer Board approved the Business Combination.

On July 22, 2024, Trailblazer and Cyabra executed the Merger Agreement and certain ancillary documents.

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In late October 2024, Cyabra, Lowenstein and Goldfarb discussed that due to legal reasons, certain provisions related to the size of the 2024 Plan and the share grant to Cyabra Key Employees required revisions. In addition, in order to further memorialize Cyabra’s and Trailblazer’s intent as it relates to the size of the board of directors, the director election proposal and the Outside Date, an amendment to the Merger Agreement was advisable. Lowenstein circulated a draft of the amendment to the Merger Agreement to Loeb on October 31, 2024.

On November 11, 2024, Trailblazer and Cyabra executed the amendment to the Merger Agreement.

Recommendation of the Trailblazer Board of Directors and Reasons for the Business Combination

Experienced Management Teams: Candidates that have strong, experienced management teams with a focus on driving revenue growth, enhancing profitability and generating strong free cash flow. Trailblazer will seek to partner with the potential target’s management team and expect that the operating and financial abilities of our management and board will help the potential target company to unlock opportunities for future growth and enhanced profitability.

Clear Competitive Advantages: Trailblazer intends to target businesses that differentiate themselves from their peers in ways that are difficult to replicate and have clear competitive advantages.

In evaluating the Business Combination, the Trailblazer Board reviewed a number of materials, including the transaction documentation, certain due diligence summary materials prepared by Trailblazer’s management, and various industry and financial data, and consulted with Trailblazer’s management as well as legal and financial advisors. These advisors had full access to all of the materials provided to Trailblazer and advised the Trailblazer Board on the opportunity and risks of the Business Combination.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Trailblazer Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Trailblazer Board viewed its decision as being based on all of the information available to it and the

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factors presented to and considered by the Trailblazer Board. In addition, individual directors may have given different weight to different factors. This explanation of the Trailblazer Board’ reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The officers and directors of Trailblazer have substantial experience in evaluating the operating and financial merits of companies and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Trailblazer’s officers and directors have substantial experience with mergers and acquisitions across a variety of sectors.

In evaluating the Business Combination, the Trailblazer Board considered the criteria and guidelines to evaluate prospective business opportunities set by Trailblazer’s management team in the IPO prospectus and has determined that Cyabra meets many of these criteria. Specifically, the Trailblazer Board noted, among others, that:

• Experienced Management Team — Cyabra has a strong, experienced management team and technology leadership in identifying disinformation with a team recruited from the elite Israeli Defense Forces, a globally recognized leader in the field.

• Attractive Valuation — Based on Trailblazer’s due diligence and industry experience, it determined that Cyabra represents an attractive valuation relative to publicly listed companies with similar characteristics or in similar industry segments.

• Will Benefit from Being a Public Company — Cyabra will benefit from being a public company, including potentially having broader access to capital and a public currency for acquisitions.

• Clear Competitive Advantages — Trailblazer believes that Cyabra differentiates itself from its peers in ways that are difficult to replicate and has clear competitive advantages.

• High Growth Potential — Cyabra is well positioned to grow and can leverage additional capital to accelerate growth.

• Fairness Opinion. The Trailblazer Board received the opinion of Roth that the total consideration to be paid by Trailblazer in the Business Combination is fair to the shareholders of Trailblazer from a financial point of view. See “Opinion of Roth Capital Partners, LLC as Fairness Opinion Provider” below.

The Trailblazer Board also considered the following:

• Need to improve Disinformation Detection — Cyber disinformation is increasing and organizations are aware of the need to quickly counteract false information and mitigate its effect.

• High Quality Client Base — Cyabra has good relations with a loyal base of high quality clients, contracts with multiple governments worldwide, and a growing list of high profile corporate clients.

• Long-Term Intrinsic Value Potential — Because of the abovementioned factors, among others, the Trailblazer Board believes that Cyabra has attractive long term intrinsic value potential because of its growth potential, the importance of detection of “fake news” and misinformation, the ineffectiveness of the traditional cyber detection solutions and Cyabra’s advanced technology.

The Trailblazer Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

• Future Financial Performance — The risk that future financial performance may not meet Trailblazer’s expectations due to factors in our control or out of our control, including due to economic cycles or other macroeconomic factors.

• Potential for Benefits not Achieved — The risk that the potential benefits of the Business Combination, including Cyabra’s future value-creation strategies and identified cost savings or revenue opportunities, may not be fully achieved, or may not be achieved within the expected timeframe.

• Macroeconomic Risks and Uncertainty — Macroeconomic and geo-political risks could prohibit Cyabra from achieving the full benefits of the proposed Business Combination.

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• Public company experience — Most of Cyabra’s management has limited experience in operating a public company. The public company requirements may strain Cyabra’s resources and divert management’s attention.

• Closing Conditions — The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Trailblazer’s control.

• Other Risks — Various other risks associated with Cyabra’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

The Trailblazer Board concluded that the potential benefits that it expected Trailblazer and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Trailblazer Board determined that the Merger Agreement and the Business Combination contemplated therein were advisable, fair to and in the best interests of Trailblazer and its stockholders.

• Due Diligence: The Trailblazer management team, together with its advisors, conducted thorough due diligence of Cyabra, including processes that conducted a thorough investigation of Cyabra’s management team and structure, financial statements and health, technological examination, legal and regulatory diligence, and a long history of discussion and interaction with Cyabra’s management and advisors regarding the aforementioned issues.

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The Trailblazer Board also considered various uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

• Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the Combined Company’s revenues.

• Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

• Stockholder Vote. The risk that Trailblazer’s stockholders may fail to provide the respective votes necessary to effect the Business Combination.

• Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain Closing conditions that are not within Trailblazer’s control.

• Fees and Expenses. The fees and expenses associated with completing the Business Combination.]

In addition to considering the factors described above, the Trailblazer Board also considered other factors, including, without limitation:

• Merger Consideration. The purchase price to be paid as merger consideration was measured against the market value of comparable companies.

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The Cyabra Board’s Reasons for the Business Combination

In reaching its unanimous resolution to approve the transaction with Trailblazer, the Cyabra Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Cyabra Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Cyabra Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Cyabra Board’s reasons for approving the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The Cyabra Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

• Other Alternatives. It is the belief of Cyabra, after review of alternative strategic opportunities from time to time, that the proposed Business Combination represents the best potential transaction for Cyabra to create greater value for Cyabra’s shareholders, while providing Cyabra’s shareholders with greater liquidity by owning stock in a public company.

• Advantages Over a Traditional IPO. The Cyabra Board considered the alternative of a traditional IPO. The Cyabra Board considered that the Business Combination provided certain advantages over a traditional IPO. In particular, the Cyabra Board considered that, based on available information at the time, including with respect to the conditions of the IPO market for companies of a similar size and industry as Cyabra, the Business Combination with Trailblazer was likely to provide for a more time-and cost-effective means to capital.

• Terms of the Merger Agreement. The Cyabra Board considered the terms and conditions of the Merger Agreement, including but not limited to the nature and scope of the closing conditions, the related financing transactions, the tax treatment, and the likelihood of obtaining any necessary approvals, in addition to the transactions contemplated thereby, including the Business Combination.

• Access to Capital. Cyabra expects that the Business Combination will provide the potential for increased access to sources of capital at a lower cost and from a broader range of investors than it could otherwise obtain if it continued to operate as a stand-alone, privately held company.

• Benefit from Being a Public Company. Cyabra believes that as a publicly traded company it will increase shareholder value and may benefit from utilizing the broader access to capital and public profile that are associated with being a publicly traded company.

The Cyabra also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

• Risk that Business Combination may not be completed. The Cyabra Board considered the risk that the Business Combination might not be consummated in a timely manner or at all, due to a lack of stockholder approval or failure to satisfy various conditions to closing.

• Uncertainty as to amount of redemptions and cash in the Trust Account following the Business Combination. The Cyabra Board considered that the Trailblazer stockholders have the right to redeem their shares for cash. Any such redemptions shall serve to reduce the amount of cash in the Trust Account following the Business Combination and reduce the amount of capital available to operate and grow Cyabra’s operations. The amount of redemptions and the amount of cash that will remain in Trust Account following the Business Combination cannot be determined.

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• Impact on reputation and business if Business Combination is not completed. The Cyabra Board considered the possibility that the Business Combination might not be completed and that there may be an adverse effect of the public announcement of the Business Combination on Cyabra’s reputation and business in the event the Business Combination is not completed.

• Expenses and challenges. The Cyabra Board considered the expenses to be incurred in connection with the Business Combination and related administrative challenges associated with combining the companies.

• Costs of being a public company. The Cyabra Board considered the additional public company expenses and obligations that Cyabra’s business will be subject to following the Business Combination to which it has not previously been subject.

• Benefits Not Achieved. The Cyabra Board considered the risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

• Litigation. The Cyabra Board considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

• Other Risks. Various other risks associated with the Business Combination under the section entitled “Risk Factors.”

The Cyabra Board concluded that the potential benefits that it expected Cyabra and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Cyabra Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, were advisable and in the best interests of Cyabra and its shareholders.

Opinion of Roth Capital Partners, LLC as Fairness Opinion Provider

Roth was retained by Trailblazer to provide its opinion as to the fairness, from a financial point of view, to the Trailblazer stockholders regarding the Business Combination. Roth was selected by Joe Hammer, the Chairman of the Trailblazer Board, who has been aware of Roth’s reputation as a full service securities firm that has experience in preparing and delivering fairness opinions in transactions like the Business Combination. On July 21, 2024, Roth delivered its opinion to the Trailblazer Board, to the effect that, based on financial, business and operating information available to it as of July 21, 2024, the total consideration to be paid by Trailblazer in the Business Combination is fair to the shareholders of Trailblazer from a financial point of view.

The summary of the opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex E to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Roth in preparing its opinion. However, neither Roth’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any Trailblazer stockholder as to how such Trailblazer stockholder should act or vote with respect to any matter relating to the proposed Business Combination or otherwise, including, without limitation, whether any such Trailblazer stockholder should redeem.

The opinion was addressed to the Trailblazer Board for the use and benefit of the members of the Trailblazer Board (in their capacities as such) in connection with its evaluation of the Business Combination. Roth’s opinion was just one of several factors the Trailblazer Board took into account in making its determination to approve the Business Combination, including the factors described elsewhere in this proxy statement/prospectus.

Roth’s opinion only addressed whether, as of the date of the opinion, the consideration to be issued in the Business Combination pursuant to the Merger Agreement was fair, from a financial point of view, to the shareholders of Trailblazer. It did not address any other terms, aspects, or implications of the Business Combination, the Merger Agreement or any related or other transaction or agreement, including, without limitation, (i) the PIPE Investment; (ii) the 2024 Convertible Notes; (iii) the agreements to be entered into in connection with the Merger Agreement, (iv) any term or aspect of the Business Combination that is not susceptible to financial analysis, (v) the fairness of any portion or aspect of the Business Combination (other than the total consideration to be paid by Trailblazer in the

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Business Combination) to the holders of any class of securities, creditors or other constituents of Trailblazer, or any other party, (vi) the appropriate capital structure of Trailblazer or Cyabra or whether Trailblazer should be issuing debt or equity securities or a combination of both in the Business Combination, nor (vii) any capital raising or financing transaction contemplated by Trailblazer, including, without limitation, the PIPE Investment and the 2024 Convertible Notes. Roth did not express any opinion as to the value of shares of Trailblazer Class A Common Stock, Trailblazer Class B Common Stock or any other security or the prices at which shares of Trailblazer Class A Common Stock, Trailblazer Class B Common Stock, or any other security could trade, be purchased, or be sold at any time.

Roth’s opinion did not address the relative merits of the Business Combination as compared to any alternative transaction or business strategy that might have existed for Trailblazer, or the merits of the underlying decision by the Trailblazer Board or Trailblazer to engage in or consummate the Business Combination. The financial and other terms of the Business Combination were determined pursuant to negotiations between the parties to the Merger Agreement and were not determined by or pursuant to any recommendation from Roth. In addition, Roth was not authorized to, and did not, solicit indications of interest from third parties regarding a potential transaction involving Trailblazer.

Roth was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with respect to the Business Combination, the securities, assets, businesses or operations of Trailblazer, Cyabra or any other party, or any alternatives to the Business Combination, (b) negotiate the terms of the Business Combination, or (c) advise the Trailblazer Board, Trailblazer or any other party with respect to alternatives to the Business Combination. Roth’s analyses and opinion were necessarily based upon market, economic, and other conditions as they existed on, and could be evaluated as of, the date of Roth’s opinion and upon certain assumptions regarding such financial, economic, market and other conditions, which were subject to unusual volatility and which, if different than assumed, could have had a material impact on Roth’s analyses and opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, Roth did not assume any obligation to update, review, or reaffirm its opinion to Trailblazer or any other person or otherwise to comment on or consider events occurring or coming to Roth’s attention after the date of its opinion.

Roth received professional fees of $150,000 from Trailblazer for rendering its opinion. No portion of such fee was contingent upon the conclusions reached in the opinion. In addition, and regardless of whether the Business Combination is consummated, Trailblazer agreed to reimburse Roth for its out-of-pocket expenses incurred in connection with Roth’s services, including fees and disbursements of Roth’s legal counsel up to $15,000. Trailblazer has agreed to indemnify Roth for certain liabilities, including liabilities under the federal securities laws, and other items arising out Roth’s engagement. As of the date of Roth’s opinion, Roth had not received other advisory fees or compensation during the past two years acting as advisor to Trailblazer or its affiliates.

In connection with its analysis, Roth has made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances. Roth also took into account its assessment of general economic, market, and financial conditions, as well as its experience in business valuation in general, and with respect to similar transactions, in particular. Roth’s procedures, investigations, and financial analyses included, but were not limited to: (i) a review of the letter of intent; (ii) review of the final Merger Agreement; (iii) review of certain information prepared by the management of Cyabra, including (a) historical financial statements and certain projected financial information for 2024-2028, (b) an investor presentation of Cyabra dated June 5, 2024; (c) certain information regarding the relative ownership interests of Trailblazer and Cyabra; and (d) review of certain information regarding Cyabra and its business, market and strategy; (iv) review of certain publicly available business and financial information related to Trailblazer based on the filings of Trailblazer with the U.S. Securities and Exchange Commission; (v) review of certain historical market valuation and trading data for public companies comparable to Cyabra; (vi) review of financial terms, to the extent publicly available, of certain precedent transactions that Roth deemed relevant; and (vii) review of certain other market and industry reports and data which Roth deemed relevant in evaluating the general quality and attractiveness of the participants’ respective assets and competitive market position. Roth performed certain valuation analyses using generally accepted valuation and analysis techniques, including a discounted cash flow and market approach analysis. Roth conducted such other analyses and considered such other factors as it deemed appropriate.

Roth Capital Partners, LLC. Roth, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Roth is a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services.

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Valuation Methodology — Income and Market Approaches. Roth considered and applied the income and market approaches to derive an opinion of value with respect to the Business Combination, as these approaches are the most appropriate when conducting a valuation of a going concern. Under the income approach, Roth utilized the discounted cash flows method, and, under the market approach, Roth considered the comparable transaction and guideline public company methods.

The market approach considers the implied pricing in comparable public companies and precedent transactions of comparable businesses or assets. The first step in performing the public company analysis was the identification and selection of comparable companies. To be included in the sample, companies had to be engaged in the same or similar line of business as Cyabra. The second criterion was that the public companies must have market capitalizations under $30 billion. In order to use M&A information in a valuation engagement, the following two conditions must be met: (i) the transaction target must be similar to the company being valued in at least some respects, and (ii) the details of the transaction must be obtainable and must have consummated on or after 2020.

The primary strength of the market approach is that it offers relatively objective pricing evidence from the market at large and, aside from certain adjustments to the public company and transaction data, requires few assumptions to be made. The market approach is most applicable to highly homogeneous assets or businesses for which a ready market exists.

Overview of Key Assumptions and Inputs

Roth performed a valuation analysis of Cyabra as of July 21, 2024. Roth reviewed Cyabra’s historical financial statements and certain projected financial information for 2024-2028, as well as investor presentation and other materials prepared by Cyabra. Roth also held meetings and discussions with management members and other advisors of Cyabra. Roth focused its analysis on the two market segments with the most customer traction: network and cybersecurity, and based on such review and discussion, Roth determined that the key operating forecasts, and assumptions, including unit economics and sales volume, were reasonable.

Summary of Financial Analyses

The following is a summary of the material financial analyses utilized by Roth in connection with providing its opinion to the Trailblazer Board on July 21, 2024, and does not purport to be a complete description of the analyses or data presented by Roth. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone and, in order to fully understand the financial analyses used by Roth, the tables must be read together with the full text of each summary. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Roth’s financial analyses.

As more fully described below, Roth utilized selected public company analyses, selected precedent transactions analyses and discount cash flow analyses in order to derive implied total equity values of Cyabra.

Selected Public Companies Analyses

Using publicly available information, Roth reviewed selected financial data of 9 selected publicly traded companies in the network and cybersecurity industries, referred to as the “network and cybersecurity group.”

The selected companies comprising the network and cyber security group were as follows:

Check Point Software Technologies Ltd.
CyberArk Software Ltd.
NetScout Systems, Inc.
Qualys, Inc.
Rapid7, Inc.
SecureWorks Corp.
SentinelOne, Inc.
Tenable Holdings, Inc.
Zscaler, Inc.

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Roth reviewed, among other things, the Enterprise value (defined as fully diluted market capitalization based on closing stock price on July 19, 2024, plus total debt less cash and cash equivalents) of the selected public companies as a multiple of revenue for (1) the last 12 months (“LTM”) ended June 30, 2024, (2) estimates for calendar year 2024, (3) estimates for calendar year 2025, and (4) estimates for calendar year 2026. Roth applied the 25th and 75th percentiles of the multiples for the group to the corresponding financial data for Cyabra provided by Cyabra management.

	Enterprise Value/Revenue
Public Company	LTM	CY24E	CY25E	CY26E
Check Point Software Technologies Ltd.	7.4x	7.1x	6.7x	6.3x
CyberArk Software Ltd.	13.7x	11.9x	9.7x	7.9x
NetScout Systems, Inc.	1.2x	1.3x	1.3x	NA
Qualys, Inc.	8.6x	8.1x	7.4x	6.8x
Rapid7, Inc.	3.9x	3.7x	3.4x	3.1x
SecureWorks Corp.	1.7x	1.9x	1.8x	1.7x
SentinelOne, Inc.	9.4x	7.8x	6.2x	5.0x
Tenable Holdings, Inc.	6.3x	5.8x	5.1x	4.4x
Zscaler, Inc.	13.7x	12.0x	9.6x	7.5x

For purposes of this analysis, Roth utilized information regarding the selected public companies obtained from filings with the SEC, the Capital IQ database, other public sources, and market data as of July 19, 2024. Based on this information, Roth calculated multiples for the selected public companies as follows:

Enterprise Value as a Multiple of:	Range (1st to 3rd Quartile)	Median
LTM Revenue	3.9x – 9.4x	7.4x
CY24E Revenue	3.7x – 8.1x	7.1x
CY25E Revenue	3.4x – 7.4x	6.2x
CY26E Revenue	4.1x – 7.0x	5.7x

Based on the analyses and review of the multiples of the selected public companies, Roth selected the representative ranges of enterprise value to LTM revenue, CY2024E revenue, CY2025E revenue, and CY2026E revenue multiples derived from the data points for the selected public companies set forth in the table above based upon the application of its professional judgment. Roth then applied these multiples to Cyabra’s revenue for the relevant period and calculated the implied enterprise value of Cyabra. Roth then subtracted Cyabra’s net debt at June 30, 2024 of $1.8 million (based on financial data of Cyabra prepared by Cyabra) to such implied enterprise values to calculate Cyabra’s equity value. The following summarizes the results of this analysis:

Financial Statistic ($ in millions)	Implied Equity Value		Median		Cyabra Base Purchase Price
LTM Revenue	$	13.8 – 35.7	$	27.1	$	70.0
CY24E Revenue	$	15.6 – 35.8	$	30.8	$	70.0
CY25E Revenue	$	27.4 – 61.3	$	50.8	$	70.0
CY26E Revenue	$	82.5 – 143.1	$	101.6	$	70.0

None of the selected companies reviewed is identical to Cyabra, and certain of these companies may have characteristics that are materially different from those of Cyabra. The analyses necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the selected public companies and other factors that could affect their comparability to Cyabra.

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Selected Precedent Transactions Analysis

Roth reviewed selected publicly available financial terms of eight selected transactions, which forms the basis for analyzing and determining the implied value of a company. Roth selected such transactions that are deemed relevant to its review based on its experience and professional judgement. The selected transactions were as follows:

Target	Acquiror	Enterprise Value/LTM Revenue
Splunk Inc.	Cisco Systems, Inc.	7.4x
Osirium Technologies PLC	Sailpoint Technologies Uk Ltd	2.8x
Absolute Software Corporation	Crosspoint Capital Partners, LP	3.9x
Mandiant, Inc.	Google LLC	11.1x
Tripwire, Inc.	Fortra, LLC	3.3x
Mimecast Limited	Permira Advisers Ltd.	10.0x
CyberKick Ltd.	Alarum Technologies Ltd.	3.0x
Brace168 Pty. Ltd.	Excite Technology Services Limited	4.2x

Roth reviewed, among other things, the following implied transaction statistics for the selected transactions:

• Enterprise value as a multiple of LTM revenue of the target company.

Financial data for the selected transactions were based on public filings and other publicly available information prior to the announcement of the relevant transaction.

Roth applied 25th and 75th percentiles of the multiples for the selected transactions to the corresponding financial data for Cyabra provided by Cyabra management as follows:

Enterprise Value as a Multiple of:		Range (1st to 3rd Quartile)		Median
LTM Revenue		3.2x – 8.1x		4.1x

Based on the analyses and review of the multiples of the selected precedent transactions, Roth selected the representative range of enterprise value to LTM revenue multiples derived from the data points for the selected precedent transactions set forth in the table above based upon the application of its professional judgment. Roth then applied these multiples to Cyabra’s revenue for the relevant period and calculated the implied enterprise value of Cyabra. Roth then subtracted Cyabra’s net debt at June 30, 2024 of $1.8 million to such implied enterprise values to calculate Cyabra’s equity value. The following summarizes the results of this analysis:

Financial Statistic ($ in millions)		Implied Equity Value			Median			Cyabra Base Purchase Price
LTM Revenue		$	11.1 – 30.5		$	14.5		$	70.0

None of the target companies in the selected transactions reviewed is identical to Cyabra and certain of these companies may have characteristics that are materially different from those of Cyabra. The analyses necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the target companies and other factors that could affect their comparability to Cyabra.

Discounted Cash Flow Analyses

Roth performed separate discounted cash flow analyses of Cyabra utilizing financial forecasts prepared by Cyabra management. Applying discount rates ranging from 18.1% to 22.1%, Roth calculated (i) a range of implied values by adding the present value of the unlevered, after-tax free cash flows that Cyabra was forecasted to generate during the second half of the calendar year 2024 through the calendar year 2028 and the present value of the implied terminal value using the EBITDA exit multiple method for Cyabra at the end of such period. The following summarizes the results of this analysis:

Financial Statistic ($ in millions)		Implied Equity Value			Cyabra Base Purchase Price
Discounted Cash Flow Analysis		$	55.5 – 87.9		$	70.0

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Roth did not receive instructions from Trailblazer or its sponsor, and no limitations were placed on Roth regarding the scope of our analysis.

Conclusion & Opinion. Roth’s analysis considered an equity valuation range for Cyabra in rendering its opinion. Based on such analysis, it is Roth’s opinion that the Business Combination is “fair” to the Trailblazer stockholders from a financial perspective.

Disclosure of Prior Relationships. During the two years preceding the date of the opinion, Roth has not had any material relationship with any party to the Business Combination for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

Roth, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Roth and its affiliates may in the future provide investment banking and other financial services to Trailblazer and its affiliates for which Roth and its affiliates would expect to receive compensation. Roth is a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, Roth and its affiliates may acquire, hold or sell, for its and its affiliates’ own accounts and for the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of Trailblazer, and accordingly, may at any time hold a long or a short position in such securities.

Certain Prospective Financial Information of Cyabra

Cyabra does not as a matter of course make public projections as to future results. Cyabra provided its internally-derived forecasts, prepared in July 2024 for each of the full years ended December 31, 2024 to December 31, 2028 to Trailblazer for use as a component of its overall evaluation of Cyabra. This projected financial information is included in this proxy statement/prospectus because it was provided to the Trailblazer Board for its evaluation of the Business Combination and was used by Roth in its fairness analysis. Cyabra’s projected financial information was not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Cyabra’s projected financial information was prepared solely for internal use, and was not intended for third-party use, including by investors or shareholders.

The Cyabra projected financial information reflects numerous assumptions, including macro and micro-economic, market, general business, operational, financing and capital market assumptions, all of which are difficult to predict and many of which are beyond Cyabra’s control, such as the risks and uncertainties contained in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cyabra” and “Cautionary Note Regarding Forward-Looking Statements.” The financial projections for Net Sales, Operating Income, Debt Free Net Income and Unlevered Free Cash Flows provided to the Trailblazer Board are forward-looking statements that are based on assumptions, which are inherently subject to significant uncertainties and contingencies, many of which are beyond Cyabra’s control. In particular Cyabra has made certain assumptions that as of the date of this prospectus/proxy statement, have not occurred, as further described below.

There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the Cyabra projected financial information. While all projections are necessarily speculative, notably, statements regarding Cyabra business plan and yearly forecasts, and summary financial projections are, without limitation, subject to material assumptions regarding Cyabra’s ability to successfully execute its business development plans and growth strategy, Cyabra ability to compete in rapidly developing markets, Cyabra’s access to capital markets or financing generally, Cyabra’s ability to source and maintain strategic supply arrangements, including web hosting services, availability of labor, and the regulations and government actions affecting the markets in which Cyabra operates and plans to operate. Cyabra cautions that its assumptions may not materialize and that market developments and economic conditions may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty.

EXCEPT AS DESCRIBED BELOW AND EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, CYABRA DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE CYABRA PROJECTED FINANCIAL INFORMATION. THE CYABRA PROJECTED FINANCIAL INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS

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OCCURRING AFTER THE DATE THAT THE INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/PROSPECTUS ARE CAUTIONED NOT TO RELY ON THE UNAUDITED CYABRA PROJECTED FINANCIAL INFORMATION SET FORTH BELOW. NONE OF CYABRA, TRAILBLAZER, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY CYABRA SHAREHOLDER, TRAILBLAZER STOCKHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED IN THE CYABRA PROJECTED FINANCIAL INFORMATION OR THAT FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

Cyabra has not made any representations or warranties regarding the accuracy, reliability, appropriateness or completeness of the projections to anyone, including Trailblazer. Neither Cyabra’s board, officers, management nor any other representative of Cyabra has made or makes any representation to any person regarding Cyabra’s ultimate performance compared to the information contained in the Cyabra projected financial information. Accordingly, the Cyabra projected financial information should not be looked upon as “guidance” of any sort. The Combined Company does not intend to refer back to the Cyabra projected financial information in its future periodic reports filed under the Exchange Act.

The Cyabra projected financial information was prepared by, and is the responsibility of, Cyabra’s management. Cyabra’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the Cyabra projected financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The report of Somekh Chaikin, A Member Firm of KPMG International included in this proxy statement/prospectus relates to historical financial information of Cyabra. It does not extend to the projections and should not be read as if it does. You are encouraged to review the financial statements of Cyabra included in this proxy statement/prospectus.

The key elements of the projections provided to the Trailblazer Board are summarized below.

($ in thousands)	2024P			2025P			2026P			2027P			2028P
Net Sales	$	4,638.0		$	8,525.0		$	20,794.1		$	32,325.9		$	47,312.1
% growth					83.8	%		143.9	%		55.5	%		46.4	%
Operating Income (EBIT)(1)	$	(12,637.9	)	$	(10,360.8	)	$	(4,003.2	)	$	1,666.7		$	11,120.4
% margin		(272.5	)%		(121.5	)%		(19.3	)%		5.2	%		23.5	%
Less: Income Taxes	$	0.0		$	0.0		$	0.0		$	0.0		$	0.0
Debt Free Net Income (NOPAT)	$	(12,638	)	$	(10,361	)	$	(4,003	)	$	1,667		$	11,120
Plus: Depreciation & Amortization	$	50.0		$	50.0		$	50.0		$	50.0		$	50.0
Less: Increase in Net Working Capital	$	0.0			0.0			0.0			0.0			0.0
Less: Capital Expenditures