CYABRA, INC.

As previously disclosed, in connection with the business combination contemplated by the Merger Agreement, dated as of July 22, 2024 (as amended on November 11, 2024 and 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 following the completion of the Business Combination (as defined below) and the transactions contemplated by the Merger Agreement, the “Company”), and Cyabra Strategy Ltd. (“Cyabra”), on March 26, 2026 (the “Closing”), Trailblazer merged with and into Holdings with Holdings as the surviving corporation (the “Parent Merger”) and, on March 27, 2026, 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”). Upon consummation of the Business Combination, Holdings was renamed Cyabra, Inc. and the common stock, par value $0.0001 per share (“Common Stock”), of the Company began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol “CYAB.” Upon completion of the Business Combination, the Company became the parent company of Cyabra and Cyabra became a wholly owned subsidiary of the Company.

On February 18, 2026, Trailblazer held a special meeting of its stockholders (the “Special Meeting”) in connection with the Business Combination. At the Special Meeting, the Trailblazer stockholders voted to approve the Business Combination with Cyabra and the other related proposals.

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”), converted automatically into one share of Common Stock, and (ii) each then issued and outstanding right to acquire one tenth of one share of Trailblazer Class A Common Stock converted automatically into one tenth of one share of Common Stock. The one share of Trailblazer Class B Common Stock, par value $0.0001 per share (together with the Trailblazer Class A Common Stock, the “Trailblazer Common Stock”), issued and outstanding was automatically 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, converted into a number of shares of Common Stock equal to the quotient obtained by dividing $106,000,000, the aggregate merger consideration, by the outstanding Cyabra Ordinary 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 (the “Cyabra Series B Shares”) issued to the holders upon conversion of the 2024 Convertible Notes (as defined below)) converted into the right to receive a number of shares of 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 option (whether vested or unvested) to purchase Cyabra Ordinary Shares or Cyabra preferred shares granted, and that remained outstanding under the Cyabra Strategy Ltd. 2020 Share Option Plan (the “2020 Plan”) was exchanged for an equivalent award under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan (the “2026 Plan”), as set forth in the Merger Agreement, (iv) each Cyabra convertible note was (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 (v) each Cyabra warrant was treated in accordance with the terms of the relevant agreements governing such Cyabra warrants, provided that any Cyabra warrants not so converted were assumed by Holdings. 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 $3.4 million in the form of convertible promissory notes (collectively, the “2024 Convertible Notes”). Cyabra subsequently raised an additional $2.6 million (for a total of $6.0 million) from additional purchasers pursuant to the terms of the 2024 Convertible Notes. On February 28, 2025, Alpha provided Cyabra with a loan in an aggregate amount of $1.0 million in the form of a promissory note (the “2025 Note”). On December 11, 2025, the 2025 Note was amended such that the terms of the 2024 Convertible Notes applied to the 2025 Note. Immediately prior to the Closing, the 2024 Convertible Notes (including the 2025 Note) converted into Cyabra Series B Shares. Each holder of Cyabra Series B Shares received in consideration for the transfer of all of its Cyabra Series B Shares to Holdings pursuant to the Merger Agreement (the “Preferred B Merger Consideration”), at such holder’s option, either (1) shares of Common Stock or (2) a number of shares of Series A Convertible Preferred Stock of Holdings, par value $0.0001 per share (“Holdings Series A Preferred Stock”), equal to the quotient obtained by dividing (x) the amount obtained by multiplying (i) such holder’s Cyabra Series B Shares and (ii) the original issue price of such Cyabra Series B Shares by (y) 1,000. Pursuant to the Merger Agreement, the holders of Cyabra Series B Shares received 1,356,459 shares of Common Stock and 3,061 shares of Holdings Series A Preferred Stock. Each share of Holdings Series A Preferred Stock issued as Preferred B Merger Consideration (i) has a conversion price equal to the product of the conversion price of the Cyabra Series B Shares multiplied by 1 divided by the Conversion Ratio, or $3.5357, and (ii) has a stated value of $1,000. For a description of the terms of the Holdings Series A Preferred Stock, see Item 3.03 of this Current Report.

Pursuant to the Merger Agreement, upon the Closing, Dan Brahmy, Yossef Daar and Ido Shraga (the “Key Employees”) were granted an aggregate of 400,000 fully vested restricted stock units (“RSUs”) pursuant to the 2026 Plan. Mr. Daar’s and Mr. Shraga’s grants will be effective 30 days after the 2026 Israeli Sub-Plan to the 2026 Plan is filed with the Israel Tax Authority.

On December 18, 2025 and February 5, 2026, Holdings entered into subscription agreements with certain investors (the “PIPE Investors”) providing for (i) aggregate investments in the amount of $8,000,000 in Holdings Series B Preferred Stock, par value $0.0001 per share (the “Holdings Series B Preferred Stock”), with a stated value of $1,000, for each PIPE Investor equal to such investor’s subscription amount, and (ii) warrants to purchase up to a number of shares of Common Stock equal to 50% of such investor’s Conversion Shares (as defined below), with an exercise price of $11.50 subject to adjustment (the “PIPE Warrants”), in private placements that closed concurrently with the Closing (the “PIPE Investments”). On July 16, 2025, August 7, 2025 and August 22, 2025, Alpha provided Cyabra with loans in the aggregate amount of $2.5 million in the form of promissory notes (the “2025 Bridge Notes”). The 2025 Bridge Notes became due upon the consummation of the PIPE Investments. Upon the closing of the PIPE Investments, the 2025 Bridge Notes were assigned to Holdings and automatically exchanged for shares of Holdings Series B Preferred Stock in the PIPE Investments. For a description of the terms of the Holdings Series B Preferred Stock, see Item 3.03 of this Current Report. The PIPE Warrants are immediately exercisable and have a term of exercise equal to one year from the date of issuance. The number of shares of Common Stock issuable upon exercise of a PIPE Warrant and the exercise price thereof are subject to customary adjustments in the event of stock dividends, stock splits, reverse stock splits, combinations, reclassifications or other transactions outlined in the PIPE Warrants. The exercise price of the PIPE Warrants will also be subject to adjustments for certain issuances of Common Stock or Common Stock equivalents at an effective price per share below the then current exercise price, subject to a floor price of 20% of the Nasdaq “Minimum Price” on the Effective Date, or $1.46, with exceptions for exempt issuances. The PIPE Investments closed on March 27, 2026, and the Company issued 8,000 shares of Holdings Series B Preferred Stock and PIPE Warrants to purchase 400,000 shares of Common Stock in exchange for $5.5 million in cash and the extinguishment of the 2025 Bridge Notes and their accrued interest. $2.8 million of the proceeds of the PIPE Investments were used to pay down the outstanding amounts due under the 2025 Promissory Notes, December 2025 Promissory Note, January 2026 Promissory Note and March 2026 Second Promissory Note (each as defined below) and their accrued interest.

On October 1, 2025, October 6, 2025, November 7, 2025 and November 20, 2025, Alpha provided Cyabra with loans in the aggregate amount of $1.8 million in the form of promissory notes (the “2025 Promissory Notes”). The 2025 Promissory Notes become due upon the earlier of (i) the date of the consummation of the Business Combination or (ii) March 30, 2026. Cyabra shall prepay the 2025 Promissory Notes with 50% of all gross revenue of Cyabra or proceeds of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds, until the 2025 Promissory Notes have been repaid in full. Immediately prior to the Closing of the Business Combination, the accrued interest on the 2025 Promissory Notes amounted to $78,000. The 2025 Promissory Notes accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the 2025 Promissory Notes were repaid in full.

On December 29, 2025, Alpha provided Cyabra with a loan in the aggregate amount of $400,000 in the form of a promissory note (the “December 2025 Promissory Note”). The December 2025 Promissory Note became due on January 12, 2026. Cyabra shall prepay the December 2025 Promissory Note with 50% of all gross revenue of Cyabra or proceeds of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds, until the December 2025 Promissory Note has been repaid in full. Immediately prior to the Closing of the Business Combination, the accrued interest on the December 2025 Promissory Note amounted to $10,000. The December 2025 Promissory Note accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the December 2025 Promissory Note was repaid in full.

On January 8, 2026, Alpha provided Cyabra with a loan in the aggregate amount of $200,000 in the form of a promissory note (the “January 2026 Promissory Note”). The January 2026 Promissory Note becomes due upon the earlier of (i) the date of the consummation of the Business Combination or (ii) January 22, 2026. Cyabra shall prepay the January 2026 Promissory Note with 50% of all gross revenue of Cyabra or proceeds of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds, until the January 2026 Promissory Note has been repaid in full. Immediately prior to the Closing of the Business Combination, the accrued interest on the January 2026 Promissory Note amounted to $4,000. The January 2026 Promissory Note accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the January 2026 Promissory Note was repaid in full.

On February 5, 2026, Alpha provided Cyabra with a loan in the aggregate amount of $1.0 million in the form of a promissory note (the “February 2026 Promissory Note”). The February 2026 Promissory Note becomes due upon the earlier of (i) the date of the consummation of the Business Combination or (ii) February 18, 2026. Cyabra shall prepay the February 2026 Promissory Note with 50% of all gross revenue of Cyabra or proceeds of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds, until the February 2026 Promissory Note has been repaid in full. Immediately prior to the Closing of the Business Combination, the accrued interest on the February 2026 Promissory Note amounted to $14,000. The February 2026 Promissory Note accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the February 2026 Promissory Note remained outstanding.

On March 9, 2026, Alpha provided Cyabra with a loan in the aggregate amount of $450,000 in the form of a promissory note (the “March 2026 Promissory Note”). The March 2026 Promissory Note becomes due upon the earlier of (i) the date of the consummation of the Business Combination or (ii) March 19, 2026. Cyabra shall prepay the March 2026 Promissory Note with 50% of all gross revenue of Cyabra or proceeds of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds, until the March 2026 Promissory Note has been repaid in full. Immediately prior to the Closing of the Business Combination, the accrued interest on the March 2026 Promissory Note amounted to $2,000. The March 2026 Promissory Note accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the March 2026 Promissory Note remained outstanding.

On March 13, 2026, Alpha provided Cyabra with a loan in the aggregate amount of $350,000 in the form of a promissory note (the “March 2026 Second Promissory Note”). The March 2026 Second Promissory Note becomes due upon the earlier of (i) the date of the consummation of the Business Combination or (ii) March 27, 2026. Cyabra shall prepay the March 2026 Second Promissory Note with 50% of all gross revenue of Cyabra or proceeds of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds, until the March 2026 Second Promissory Note has been repaid in full. Immediately prior to the Closing of the Business Combination, the accrued interest on the March 2026 Second Promissory Note amounted to $1,000. The March 2026 Second Promissory Note accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the March 2026 Second Promissory Note was repaid in full.

In addition, upon the Closing, the Second Amended and Restated Promissory Note from Trailblazer to the Sponsor (as amended on September 30, 2025, November 24, 2025, December 4, 2025, January 14, 2026 and February 11, 2026, the “Sponsor Note”) in the principal amount of $5.33 million converted into preferred shares of Holdings with a stated value of $15.99 million. The outstanding principal balance converted into preferred stock with a total stated value of such preferred stock equal to 300% of the outstanding principal amount as follows: (a) the first 100% of the outstanding principal balance automatically converted into shares of Holdings Series B Preferred Stock with an aggregate stated value equal to 100% of the outstanding principal amount, or 5,330 shares of Holdings Series B Preferred Stock, and (b) the remaining 200% of the outstanding principal balance automatically converted into Holdings Series C Preferred Stock, par value $0.0001 per share (the “Holdings Series C Preferred Stock”), with a total stated value equal to 200% of the outstanding principal amount, or 10,660 shares of Holdings Series C Preferred Stock. For a description of the terms of the Holdings Series C Preferred Stock, see Item 3.03 of this Current Report.

Pursuant to a letter agreement dated October 28, 2025, by and among Trailblazer, Holdings, Cyabra, LifeSci Capital LLC (“LifeSci”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg” and together with LifeSci, the “Underwriters”), at the Effective Time, Holdings issued to the Underwriters 207,000 shares (the “Underwriter Shares”) of Common Stock in lieu of the payment in cash of certain deferred underwriting commissions owed to the Underwriters in connection with Trailblazer’s initial public offering (the “IPO”).

Additionally, pursuant to a letter agreement dated October 28, 2025, by and among Holdings, Cyabra and LifeSci, Cyabra agreed to engage LifeSci to provide general financial advisory and investment banking services to Cyabra in exchange for (A) the issuance of Cyabra Ordinary Shares which converted into 105,000 shares of Common Stock at the Closing and (B) an advisory fee of $1,050,000 (the “LifeSci Advisory Fee”). The LifeSci Advisory Fee will convert into shares of Common Stock ninety (90) days after the Closing based upon the five (5) day volume weighted average price (the “VWAP”) at such time; provided, however, that in no event will the conversion price per share be less than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) on the date of issuance; provided further, however, that in no event will the conversion price per share be less than $4.00 (collectively, the “LifeSci Advisor Shares”).

Pursuant to a letter agreement dated October 28, 2025, by and among Holdings, Cyabra and Ladenburg, Cyabra agreed to engage Ladenburg to provide general financial advisory and investment banking services to Cyabra in exchange for an advisory fee of $1,050,000 (the “Ladenburg Advisory Fee”). The Ladenburg Advisory Fee will convert into shares of Common Stock ninety (90) days after the Closing based upon the five (5) day VWAP at such time; provided, however, that in no event will the conversion price per share be less than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) on the date of issuance; provided further, however, that in no event will the conversion price per share be less than $4.00 (collectively, the “Ladenburg Advisor Shares”).

Additionally, in connection with the Business Combination, on December 18, 2025, Trailblazer, Holdings and Cyabra entered into a subscription agreement with Loeb & Loeb LLP (“Loeb”), pursuant to which Cyabra issued to Loeb a convertible promissory note (the “Loeb Note”) in payment for certain legal fees and expenses due and owing by Trailblazer to Loeb through the Closing. Immediately prior to Closing, the Loeb Note automatically converted into Cyabra Ordinary Shares and, upon the Closing, such Cyabra Ordinary Shares automatically converted into 1,000,000 shares of Common Stock (the “Loeb Shares”). From and after the Closing, Loeb has the right to sell or otherwise dispose of the Loeb Shares in its sole discretion, at market prices, at prices related to such market prices, or at negotiated prices. Any net proceeds actually received from the sale of Loeb Shares shall be deemed to be payment, on a dollar for dollar basis, of fees owed to Loeb. In consideration of Loeb’s agreement to enter into the note issuance agreement, Loeb has the right to receive a premium if the total fee obligation is not paid in full by a certain date. Upon payment in full of the total fee obligation and any premium, Loeb shall surrender to Holdings any unsold Loeb Shares.

In connection with the Business Combination, on December 18, 2025, Trailblazer, Holdings and Cyabra entered into a subscription agreement with Lowenstein Sandler LLP (“Lowenstein”), pursuant to which Cyabra issued to Lowenstein a convertible promissory note (the “Lowenstein Note”) in payment for certain legal fees and expenses due and owing by Cyabra to Lowenstein through the Closing. Immediately prior to Closing, the Lowenstein Note automatically converted into Cyabra Ordinary Shares and, upon the Closing, such Cyabra Ordinary Shares were automatically converted into 1,000,000 shares of Common Stock (the “Lowenstein Shares”). From and after the Closing, Lowenstein has the right to sell or otherwise dispose of the Lowenstein Shares in its sole discretion, at market prices, at prices related to such market prices, or at negotiated prices. Any net proceeds actually received from the sale of Lowenstein Shares shall be deemed to be payment, on a dollar for dollar basis, of fees owed to Lowenstein. In consideration of Lowenstein’s agreement to enter into the note issuance agreement, Lowenstein has the right to receive a premium if the total fee obligation is not paid in full by a certain date. Upon payment in full of the total fee obligation and any premium, Lowenstein shall surrender to Holdings any unsold Lowenstein Shares.

Immediately after giving effect to the Business Combination and the transactions contemplated by the Merger Agreement, there were 13,814,167, 3,061, 13,330 and 10,660 issued and outstanding shares of Common Stock, Holdings Series A Preferred Stock, Holdings Series B Preferred Stock and Holdings Series C Preferred Stock, respectively. The per share redemption price of approximately $11.97 for holders of Trailblazer Class A Common Stock electing redemption was paid out of Trailblazer’s trust account, which after taking into account the redemption, had a balance immediately prior to the Closing of approximately $1.5 million.

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 Common Stock in three equal installments upon occurrence of the following triggering events:

From and after the period commencing on the six-month anniversary of the Closing until December 31, 2026 (the “First Calculation Period”), in the event that over any 20 consecutive trading days within any 30-trading day period during the First Calculation Period the daily VWAP of the shares of 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 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 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, the 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.

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 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.

The foregoing description of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Unless context otherwise requires,“we,” “us,” “our”and the “Company” refer to Cyabra, Inc. following the Closing. Certain terms used in this Current Report on Form 8-K (this “Current Report”), but not defined herein, have the same meaning as set forth in the final proxy statement/prospectus filed by Holdings with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(3) (File No. 333-283153) on January 21, 2026 (the “Proxy Statement/Prospectus”).

Item 1.01. Entry into a Material Definitive Agreement.