Trailblazer Holdings, Inc.

S-11 ea0274040-s1_trailblaze.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 29, 2026

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1**

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

*Trailblazer Holdings, Inc.

**(Exact name of registrant as specified in its charter)

**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)

**Yosef Eichorn

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:

**Approximate date of commencement of proposed sale to the public:**From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please 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(c) 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, a 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 l2b-2 of the Exchange Act.

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.☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the 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.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offeror sale is not permitted.

Cyabra, Inc.

(f/k/a Trailblazer Holdings, Inc.)

Up to 16,402,767 Shares of Common Stock

This prospectus relates to the offer and resale from time to time of common stock, $0.0001 par value per share, of Cyabra, Inc. (“Common Stock”) issued in connection with that certain Merger Agreement, dated as of July 22, 2024 (as amended on November 11, 2024, November 6, 2025, the “Merger Agreement”), by and among Trailblazer Merger Corporation I (“Trailblazer”), Trailblazer Merger Sub, Ltd. (“Merger Sub”), Trailblazer Holdings, Inc. (“Holdings”), and Cyabra Strategy Ltd. (“Cyabra”). Upon consummation of the Business Combination described herein, Holdings was renamed Cyabra, Inc. and is also referred to in this prospectus as the “Combined Company.”

As described herein, the selling shareholders named in this prospectus or their permitted transferees (collectively, the “Selling Shareholders”), may sell from time to time up to 16,402,767 shares of Common Stock (the “Shares”). See the section of this prospectus titled “Selling Shareholders.”

We have filed a Registration Statement in connection with the Business Combination between Trailblazer and Cyabra as described in Holdings’ Registration Statement on Form S-4, initially filed with the U.S. Securities and Exchange Commission (“SEC”) on November 12, 2024, as amended, which became effective on January 20, 2026.

In connection with the business combination contemplated by the Merger Agreement, Trailblazer merged with and into Holdings with Holdings as the surviving corporation (the “Parent Merger”) and Merger Sub merged with and into Cyabra, with Cyabra as the surviving entity (the “Acquisition Merger” and, collectively with the Parent Merger and all other transactions contemplated by the Merger Agreement, the “Business Combination”) on or about the date of the closing of the Business Combination (the “Closing”).

This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus.

The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Shareholder may sell its Shares in the section of this prospectus titled “Plan of Distribution.”

We are registering the Shares on behalf of the Selling Shareholders, to be offered and sold by them from time to time. While we will not receive any proceeds from the sale of Shares by the Selling Shareholders in the offering described in this prospectus, we may receive up to $11.50 per share of Common Stock upon the cash exercise of the PIPE Warrants (as defined below). Upon the exercise of the PIPE Warrants for all 450,000 shares of Common Stock by payment of cash, we would receive aggregate gross proceeds of approximately $[5,175,000]. However, we cannot predict when and in what amounts or if any of the PIPE Warrants will be exercised, and it is possible that the PIPE Warrants may expire and never be exercised (or exercised on a cashless basis), in which case we would not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The Selling Shareholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.

Upon the consummation of the Business Combination, the Common Stock began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol “CYAB”.

This offering will terminate on the earlier of (i) the date when all of the securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act, and (ii) the date on which all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Investing in Common Stock involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 7 before you invest in Common Stock.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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