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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 26, 2024
Date of earliest event reported
Trailblazer Merger Corporation I
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41668 | 87-3710376 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
510 Madison Avenue Suite 1401 New York, NY |
10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 586-8224
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock | TBMC | The Nasdaq Stock Market LLC | ||
| Rights | TBMCR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2024, Trailblazer Merger Corporation I (the “Company”) entered into an amendment (the “Amendment”) of its unsecured promissory note (the “Note”) with Trailblazer Sponsor Group, LLC, pursuant to which the maximum amount available to borrow under the Note was further increased by an additional $300,000 to $2,280,000.
A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Amendment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the annual meeting of stockholders held on September 26, 2024 (the “Annual Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on September 27, 2024 (the “Charter Amendment”), to (a) modify the terms and extend the date (the “Termination Date”) by which the Company has to consummate a business combination by allowing the Company, through resolution of the board of directors without another stockholder vote, to elect to extend the Termination Date by one month each time from September 30, 2024 to September 30, 2025, or such earlier date as determined by the Board in its sole discretion, unless the closing of a business combination shall have occurred prior thereto; and (b) to remove the provision which permitted the withdrawal of $100,000 from the trust account of the Company in order to pay dissolution expenses.
The Charter Amendment is filed as Exhibit 3.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 26, 2024 the Company held the Annual Meeting. On August 29, 2024, the record date for the Annual Meeting, there were 9,019,500 shares of common stock of the Company entitled to be voted at the Annual Meeting, 7,270,370 shares of common stock of the Company or 80.61% of which were represented in person or by proxy.
| 1. | Extension Amendment Proposal |
Stockholders approved the proposal (the “the Extension Amendment Proposal”) to amend the Company’s amended and restated certificate of incorporation to extend the date (the “Termination Date”) by which the Company has to consummate a business combination by allowing the Company, through resolution of the board of directors without another stockholder vote, to elect to extend the Termination Date by one month each time from September 30, 2024 to September 30, 2025, or such earlier date as determined by the board of directors in its sole discretion, unless the closing of a business combination shall have occurred prior thereto, and (b) to remove the provision in the Certificate of Incorporation permitting the withdrawal of $100,000 of dissolution expenses from the trust account of the Company. The voting results were as follows:
|
FOR |
AGAINST | ABSTAIN | Broker Non-Votes | |||
| 5,881,216 | 1,389,154 | 0 | 0 |
| 2. | Trust Amendment Proposal |
Stockholders approved the proposal (the “the Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of March 28, 2023, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until September 30, 2025 and to remove the provision in permitting the withdrawal of $100,000 of dissolution expenses from the trust account of the Company. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | |||
| 5,881,216 | 1,389,154 | 0 | 0 |
| 3. | Director Ratification Proposal |
Stockholders approved the proposal (the “the Ratification Proposal”) to ratify the appointment of Marcum LLP, as the Company’s independent auditors, for the fiscal year ending December 31, 2024. The voting results were as follows:
|
FOR |
AGAINST | ABSTAIN | Broker Non-Votes | |||
| 6,123,757 | 316,080 | 830,533 | 0 |
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Annual Meeting, 4,520,384 shares were tendered for redemption.
Additionally, following the Annual Meeting, the board of directors of the Company determined that it would extend the date by which the Company must consummate its initial business combination by one month until October 31, 2024.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| EXHIBIT NO. | DESCRIPTION | |
| 3.1 | Charter Amendment to the Amended and Restated Certificate of Incorporation dated September 27, 2024 | |
| 10.1 | Amendment to Promissory Note, dated September 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 30, 2024 | ||
| TRAILBLAZER MERGER CORPORATION I | ||
| By: | /s/ Arie Rabinowitz | |
| Name: | Arie Rabinowitz | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TRAILBLAZER MERGER CORPORATION I
Pursuant to Section 242 of the
Delaware General Corporation Law
TRAILBLAZER MERGER CORPORATION I (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is “Trailblazer Merger Corporation I”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 12, 2021 and was subsequently amended on May 17, 2022.. An amended and restated certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 28, 2023 (the “Amended and Restated Certificate of Incorporation”). |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “GCL”). |
| 4. | The text of Article Seven, Section D is hereby amended and restated to read in full as follows: |
| (i) | D. In the event that the Corporation does not consummate a Business Combination in (i) 18 months from the consummation of the IPO or (ii) up to 30 months from the consummation of the IPO, if the Corporation elects to extend the amount of time to complete a Business Combination up to twelve times by an additional one month each time in accordance with the terms of the Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company, dated as of March 28, 2023, as amended (in any case, such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ 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 approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes, divided by the total number of IPO Shares then outstanding. |
| 5. | All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect. |
IN WITNESS WHEREOF, Trailblazer Merger Corporation I has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 27th day of September, 2024.
| TRAILBLAZER MERGER CORPORATION I | ||
| By: | /s/ Arie Rabinowitz | |
| Name: | Arie Rabinowitz | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT TO PROMISSORY NOTE
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of May 17, 2022, as amended from time to time (the “Note”) by and among Trailblazer Merger Corporation I, a Delaware corporation (the “Maker”), and Trailblazer Sponsor Group, LLC (the “Payee”), is made and entered into effective as of September 30, 2024 by Maker and Payee.
W I T N E S S E T H:
WHEREAS, Payee made a loan to Maker in the original principal amount of three hundred thousand dollars ($300,000.00) which amount was subsequently increased by four hundred thousand dollars ($400,000.00) as evidenced by the Amendment to Promissory Note dated as of January 20, 2023 which amount was, further, subsequently increased by six hundred ninety thousand dollars ($690,000.00) as evidenced by the Amendment to Promissory Note dated as of March 27, 2024 and again increased by Six Hundred Ninety Thousand Dollars ($690,000.00) as evidenced by the Amendment to Promissory Note dated as of June 2024, and finally increased by an additional $200,000 as evidenced by the Amendment to Promissory Note dated as of September 16, 2024; and
WHEREAS, in connection with the upcoming monthly extensions of the time to engage in a business combination by Maker, Maker is required to deposit certain additional amounts in its trust account and Maker and Sponsor desire to increase the note in the aggregate amount of Three Hundred Thousand Dollars ($300,000.00) and Maker and Payee now desire to amend the provisions of the Note to increase the Principal Amount by such amount as set forth herein.
NOW, THEREFORE, in consideration of the covenants set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Maker and Payee hereby agree as follows:
| 1. | Modifications to the Note. |
| (a) | The Note is hereby amended as follows: |
“Principal Amount: $2,280,000.00.”
| (b) | The introductory paragraph of the Note is hereby amended as follows: |
“Trailblazer Merger Corporation I, a Delaware corporation (the “Maker”), promises to pay to the order of Trailblazer Sponsor Group, LLC or its registered assigns or successors in interest (the “Payee”) the principal sum of Two Million Two Hundred Eighty Thousand Dollars ($2,280,000.00) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.”
| 2. | Modifications to Amendment. No provision of this Amendment may be waived, amended or supplemented except by a written instrument executed by Payee and Maker. |
| 3. | Successors and Assigns. This Amendment, which sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, inures to the benefit of, and shall be binding upon, the parties hereto and their respective successors and assigns. |
| 4. | Severability. In the event that any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment, but this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. |
| 5. | Captions; Counterparts. Captions used in this Amendment are for convenience of reference only and shall not be deemed a part of this Amendment nor used in the construction of its meaning. This Amendment may be signed in counterparts. |
| 6. | Ratification. Except as specifically amended hereby, all of the terms, covenants and conditions and stipulations contained in the Note are ratified and confirmed in all respects and shall continue to apply with full force and effect. |
[signature pages follow]
IN WITNESS WHEREOF, Maker and Payee have duly executed this Amendment, as of the date and year first above written.
| MAKER: | ||
| TRAILBLAZER MERGER CORPORATION I | ||
| By: | /s/ Arie Rabinowitz | |
| Name: | Arie Rabinowitz | |
| Title: | Chief Executive Officer | |
| AGREED TO AND ACCEPTED: | ||
| PAYEE: | ||
| TRAILBLAZER SPONSOR GROUP, LLC | ||
| By: | /s/ Joseph Hammer | |
| Name: | Joseph Hammer | |
| Title: | Manager | |
Signature page to Amendment to Promissory Note
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