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.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS 

This prospectus relates to the offer and resale of up to an aggregate of 16,402,767 shares of Common Stock issued in connection with the Business Combination.

You should rely only on the information contained in this prospectus and the related exhibits, and any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the shares of Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document.

If necessary, the specific manner in which the shares of our common stock may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date the statement in the document having the later date modifies or supersedes the earlier statement.

Neither the delivery of this prospectus nor any distribution of shares of our common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any attachments hereto contain forward-looking statements, including statements about 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:

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 prospectus and any 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 Cyabra’s control. While all projections are necessarily speculative, 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 prospectus or the attachments hereto should not be regarded as an indication that Cyabra, or its representatives, considered or consider the projections to be a reliable prediction of future events.

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 Business Combination or other matters addressed in this prospectus and attributable to Cyabra or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation, Cyabra undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus to reflect the occurrence of unanticipated events.

In addition, statements that 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 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 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.

INDUSTRY AND MARKET DATA 

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made based on such data and other similar sources and on our knowledge of the markets for our products. These data sources involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.

We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus and the registration statement of which this prospectus forms a part. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PROSPECTUS SUMMARY 

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of Common Stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in Common Stock, you should read the entire prospectus carefully, including “Risk Factors” and the financial statements of Holdings and Cyabra and related notes thereto included elsewhere in this prospectus. 

Unless the context otherwise requires, references in this section to “we,” “us,” or the “Company” refers to Cyabra, Inc. following the completion of the Business Combination.

The Merger Agreement

On July 22, 2024, Trailblazer entered into a the Merger Agreement, by and among Trailblazer, Merger Sub, Holdings, and Cyabra.

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, as follows:

As used herein:

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

“Holdings Preferred Stock” means the Holdings Series A Preferred Stock, the Holdings Series B Preferred Stock and the Holdings Series C Preferred Stock.

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

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

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

The Business Combination was consummated on March   , 2026 and the foregoing transactions were effected. Upon the closing of the Business Combination, Holdings changed its name to “Cyabra, Inc.”

Cyabra Strategy Ltd.

Cyabra 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.

Cyabra combats disinformation by leveraging advanced artificial intelligence (“AI”) and machine learning (“ML”) technologies to monitor and analyze online conversations in real-time. Developed by experts in information warfare, Cyabra’s platform collects publicly available data from social media and news sites. The platform applies Cyabra’s proprietary algorithms to assess authenticity and sentiment, enabling Cyabra to identify fake accounts, uncover harmful narratives, detect GenAI text and images, and filter between real and fake profiles, helping customers protect their brand reputation and ensure the authenticity of online discourse about them. Cyabra does not compete with any of the platforms and news sites from which Cyabra collects public data and Cyabra’s collection of such public data is for intelligence purposes only from responsible actors (on behalf of government or corporate entities).

Governments around the world, including defense ministries, foreign ministries, security and intelligence agencies, rely on Cyabra’s insights to mitigate risks to democracy, public order, and national security. Cyabra’s platform has been used by law enforcement agencies throughout the world to respond to issues such as online fraud, hate speech and criminal-related activities. Cyabra’s tools are used by business customers to manage and protect their online reputation through advanced AI monitoring.

RISK FACTORS

Any investment in Common Stock involves a high degree of risk. Before deciding whether to purchase Common Stock, investors should carefully consider the risks described below. Our business, financial condition, operating results and prospects are subject to the following material risks. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of the Common Stock could decline, and our stockholders may lose all or part of their investment in the shares of the Common Stock. If any of these risks actually occur, our business, financial condition, results of operations or cash flow could be adversely effected. This could cause the trading price of the Common Stock to decline, resulting in a loss of all or part of your investment. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. Please also read carefully the section above entitled “Special Note Regarding Forward-Looking Statements.” References to “we,” “us,” or “our” in this section refer to the Combined Company.

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 September 30, 2025, Cyabra had an accumulated deficit of approximately $43.1 million. For the years ended December 31, 2024 and December 31, 2023, Cyabra’s total comprehensive loss was $15.6 million and $6.5 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:

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.

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 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:

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:

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 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 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.

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:

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 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.

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:

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.

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 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 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.

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 December 15, 2025, the total grants that Cyabra received from the IIA, amount to approximately $719 thousand and paid the IIA royalties in an amount of approximately $322 thousand. Therefore, Cyabra’s theoretical debt towards the IIA as of December 15, 2025 is in an amount of approximately $523 thousand (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.

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 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.

The Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Cyabra. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

Cyabra’s ability to successfully operate the business following the closing of the Business Combination is dependent upon the efforts of certain key personnel of Cyabra. 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.

Cyabra has incurred significant transaction and transition costs in connection with the Business Combination.

Cyabra has incurred 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. Cyabra has also incurred 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, were paid by the Combined Company upon consummation of the Business Combination.

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 was 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.

The historical financial data for Cyabra and unaudited pro forma financial information included elsewhere in this 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 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 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 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 prospectus, including as a result of such assumptions not being accurate. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

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 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.

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.

Anti-takeover provisions in the Certificate of Incorporation of the Combined Company and bylaws (the “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 Certificate of Incorporation of the Combined Company and the 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:

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.

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

The price of the 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:

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.”

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 Cyabra, Inc. 2026 Omnibus Equity Incentive Plan (“2026 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 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.

The Combined Company will also be deemed a smaller reporting company, and even if the Combined Company no longer qualifies as an “emerging growth company”, any decision on the Combined Company’s part to comply only with certain reduced disclosure and governance requirements applicable to smaller reporting companies could make the Combined Company’s Common Stock less attractive to investors.

In addition to qualifying as an “emerging growth company”, the Combined Company will be deemed a “smaller reporting company” under the federal securities laws. For as long as the Combined Company continues to be a smaller reporting company, it may choose to take advantage of exemptions from various reporting requirements applicable to public companies that are not available to companies that are not smaller reporting companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced financial disclosure obligations and reduced disclosure obligations regarding executive compensation in the Combined Company’s periodic reports and proxy statements. The Combined Company will continue to be a smaller reporting company as long it has a public float (determined as of the end of its second fiscal quarter) of less than $250 million or has annual revenues of less than $100 million as of the last fiscal year for which it has audited financial statements and a public float of less than $700 million. 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.

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.

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.

We cannot assure you that we will be able to continue to meet all continued listing requirements of Nasdaq. In that case, the Combined Company could face significant material adverse consequences, including:

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 beneficially own approximately 19.9% of the Combined Company Common Stock outstanding.

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 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.

Following the consummation of the Business Combination, the Combined Company is a holding company and our only significant asset is 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 is 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 of Directors (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.

Following the consummation of the Business Combination, we have on a fully diluted basis a total of 21,941,768 shares of common stock outstanding, including (i) 11,000,000 shares issued to the holder of shares of Cyabra capital stock, (ii) 1,022,816 shares held by Trailblazer’s public stockholders (including shares underlying Public Rights), and (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.

The Certificate of Incorporation of the Combined Company 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 Certificate of Incorporation of the Combined Company 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 Certificate of Incorporation or the 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 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 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 Certificate of Incorporation and Bylaws of the Combined Company 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 Certificate of Incorporation and Bylaws of the Combined Company, 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, even if such legal actions, if successful, might benefit us or our stockholders. In addition, the Certificate of Incorporation and 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.

The Selling Shareholders may choose to sell the Shares and/or PIPE Warrant Shares  at prices below the current market price.

The Selling Shareholders are not restricted as to the prices at which they may sell or otherwise dispose of the Shares and/or Warrant Shares covered by this prospectus. Sales or other dispositions of the Shares and/or PIPE Warrant Shares below the then-current market prices could adversely affect the market price of the Combined Company’s Common Stock.

Neither we nor the Selling Shareholders have authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus. We may receive media coverage regarding our Company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. Neither we nor the Selling Shareholders have authorized any other party to provide you with information concerning us or this offering, and recipients should not rely on this information.

SELLING SHAREHOLDERS 

The Shares being offered by the Selling Shareholders are those previously issued to the Selling Shareholders in connection with the consummation of the Business Combination, including shares of Common Stock to be issued upon exercise of the PIPE Warrants. We are registering the Shares in order to permit the Selling Shareholders to offer the Shares for resale from time to time. Except for (x) the ownership of the Shares, as applicable, (y) service as executive officers and/or directors of the Combined Company or Trailblazer, Holdings or the Sponsor, and (z) as described under “Certain Relationships and Related Party Transactions,” the Selling Shareholders have not had any material relationship with us within the past three years.

The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the Shares by each of the Selling Shareholders. The number of Shares owned and the percentage of beneficial ownership and voting control of Cyabra after this offering set forth in these columns are based on [●] shares of Common Stock, which includes [●] shares of Common Stock outstanding as of [_______], 2026 and assumes full cash exercise of the PIPE Warrants that are exercisable for the [450,000] Warrant Shares offered hereby.

Because the officers and directors of the Combined Company that are Selling Shareholders may offer all or some of the Shares pursuant to this offering, we cannot estimate the number of shares of Common Stock that will be held by the Selling Shareholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, all of the shares of Common Stock covered by this prospectus will be sold by the Selling Shareholders and that the Selling Shareholders do not acquire beneficial ownership of any additional shares.

The second column lists the number of shares of the Common Stock beneficially owned by each Selling Shareholder, based on its ownership of the shares of Common Stock, as of [   ], 2026.

The third column lists the number of shares of Common Stock being offered by this prospectus by each of the Selling Shareholders.

The fourth column lists the number of shares of Common Stock owned by each of the Selling Shareholders following the sale of the maximum number of shares of Common Stock listed in the third column by such Selling Shareholders.

The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16) The business address of Alpha Capital Anstalt is Altenbach 8, FL-9490 Vaduz, Liechtenstein.

(17) The business address of LifeSci Capital LLC is 1700 Broadway 40th Floor, New York, NY 10019.

(18) The business address of Ladenburg Thalmann & Co. Inc. is 4400 Biscayne Boulevard, 12th Floor, Miami, Florida 33137

USE OF PROCEEDS 

We will not receive any proceeds from the sale of the Shares by the Selling Shareholders.

The Selling Shareholders will pay any agent’s commissions and expenses they incur for brokerage, accounting, tax or legal services or any other expenses that they incur in disposing of the shares of Common Stock. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus and any prospectus supplement. These may include, without limitation, all registration and filing fees, SEC filing fees and expenses of compliance with state securities or “blue sky” laws.

We will receive proceeds in the event that any of the PIPE Warrants are exercised at the exercise prices per share for cash which would result in gross proceeds of approximately $[5,175,000] if all such PIPE Warrants are exercised for cash. Any proceeds that we receive from the exercise of the PIPE Warrants will be used for working capital, capital expenditures, product development, and other general corporate purposes, including investments in sales and marketing in the United States and internationally.

We cannot predict when or if the PIPE Warrants will be exercised, and it is possible that the PIPE Warrants may expire and never be exercised. The PIPE Warrants, for so long as they are held by the Sponsor and certain permitted transferees, may be exercised on a “cashless basis”. As a result, we may never receive meaningful, or any, cash proceeds from the exercise of the PIPE Warrants, and we cannot plan on any specific uses of any proceeds we may receive beyond the purposes described herein.

See “Plan of Distribution” elsewhere in this prospectus for more information.

DIVIDEND POLICY

We have never declared or paid any dividends on the Combined Company’s Common Stock. We currently intend to retain all available funds and any future earnings for the operation and expansion of our business and, therefore, we do not anticipate declaring or paying dividends in the foreseeable future. The payment of dividends will be at the discretion of our Board and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and other factors that our Board may deem relevant.

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, Cyabra and Holdings, 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 September 30, 2025 and December 31, 2024, there was approximately $4.0 million and $26.8 million, respectively, 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 was 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 September 30, 2025 combines the historical unaudited consolidated balance sheet of Trailblazer as of September 30, 2025 with the historical unaudited consolidated balance sheet of Cyabra as of September 30, 2025, 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 September 30, 2025.

The following unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 combine the historical unaudited consolidated statements of operations of Trailblazer for the nine months ended September 30, 2025 with the historical unaudited consolidated statements of operations of Cyabra for the nine months ended September 30, 2025, subject to the Pro Forma Adjustments, giving effect to the Business Combination as if it had been consummated on January 1, 2024, the beginning of the earliest period presented.

The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 combine the historical consolidated statements of operations of Trailblazer for the year ended December 31, 2024 with the historical consolidated statements of operations of Cyabra for the year ended December 31, 2024, subject to the Pro Forma Adjustments, giving effect to the Business Combination as if it had been consummated on January 1, 2024, 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 unaudited condensed combined pro forma financial statements are presented in two scenarios, namely “no additional redemption” and “maximum redemption”, as follows:

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:

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 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.

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 Holdings Common Stock.

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 (other than the Series B Preferred Shares of Cyabra issued to the holders upon conversion of the 2024 Convertible Notes as described below) 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 Series B Preferred Shares shall receive in consideration for the Preferred B Merger Consideration, at such holder’s option, either (1) Holdings Common Stock or (2) a number of shares of Holdings Series A Preferred Stock equal to the quotient obtained by dividing (x) the amount obtained by multiplying (i) such holder’s Series B Preferred Shares and (ii) the original issue price of such Series B Preferred Shares by (y) 1,000. Each share of Holdings Series A Preferred Stock issued as Preferred B Merger Consideration shall (i) have a conversion price equal to the product of the conversion price of the Series B Preferred Shares multiplied by 1 divided by the Conversion Ratio (as defined in the Merger Agreement) and (ii) have a stated value equal to $1,000.

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 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 $3.4 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. The conversion features of the 2024 Convertible Notes held by the Sponsor’s affiliate are the same as those held by any other holder of 2024 Convertible Notes.

2025 Note

On February 28, 2025, Alpha provided Cyabra with the 2025 Note in an aggregate amount of $1.0 million. The 2025 Note bears no interest and was originally due upon the earlier to occur of (i) April 30, 2025 and (ii) one calendar day prior to the consummation of the Business Combination. Upon an event of default, which includes the Company’s failure to pay the principal amount when due and payable, Alpha Capital Anstalt can elect to exchange such promissory note for a convertible note that is identical to the 2024 Convertible Notes. Commencing 5 days after the occurrence of an event of default that results in the acceleration of the promissory note, interest shall accrue at a rate of 12% per annum or such lower maximum amount of interest permitted to be charged under applicable law. As of the date of the release of these financial statements, the promissory note was not yet repaid, hence it accrues a default interest of 12%. On December 11, 2025, the 2025 Note was amended such that the terms of the 2024 Convertible Notes would apply to the 2025 Note.

2025 Bridge Notes

On July 16, 2025, August 7, 2025 and August 22, 2025, Alpha provided Cyabra with the 2025 Bridge Notes in the aggregate amount of $2.5 million. The 2025 Bridge Notes become due upon the demand of Alpha, but if not so demanded, will mature upon the consummation of the PIPE Investment. Upon the closing of the PIPE Investment, the 2025 Bridge Notes will automatically be exchanged for shares of Holdings Series B Preferred Stock in the PIPE Investment.

2025 Promissory Notes

On October 1, 2025, October 6, 2025, November 6, 2025 and November 20, 2025, Alpha provided Cyabra with the 2025 Promissory Notes in the aggregate amount of $1.8 million. 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.

Additionally, on December 29, 2025, Alpha provided Cyabra with a loan in the aggregate amount of $400 thousand 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.

Additionally, on January 8, 2026, Alpha provided Cyabra with a loan in the aggregate amount of $200 thousand 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.

PIPE

The Merger Agreement provides that Holdings will enter into subscription agreements (“Subscription Agreements”) with certain investors (“PIPE Investors”) providing for aggregate investments in the amount of no less than $6,000,000 in Holdings Series B Preferred Stock in a private placement that will close concurrently with the Closing known as 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 Class A 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.

In the Subscription Agreements, Holdings will agree to sell, and the PIPE Investors, severally and not jointly, will agree to purchase, up to an aggregate of $6,000,000 of (A) shares of Holdings Series B Preferred Stock with an aggregate Stated Value for each PIPE Investor equal to such investor’s subscription amount, and (B) a PIPE Warrant. The PIPE Warrants will be immediately exercisable and have a term of exercise equal to one year from the date of issuance.

For purposes of the PIPE Investment:

“Conversion Shares” means the shares of Holdings Common Stock issuable upon conversion of the Holdings Series B Preferred Stock;

“Conversion Price” means $10.00 (subject to adjustment for stock dividends, stock splits, certain subsequent sales of options, common stock or Common Stock Equivalents); and

“Stated Value” means $1,000 per share of the Holdings Series B Preferred Stock.

See “Description of the Combined Company’s Securities — Preferred Stock — Series B Preferred Stock,” below for a description of the terms of the Holdings Series B Preferred Stock and “Description of the Combined Company’s Securities — PIPE Warrants,” below for a description of the terms of the PIPE Warrants.

The PIPE Subscription Agreements were executed and delivered on December 18, 2025. Since the PIPE Investment is a condition to the closing of the Business Combination, 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:

The Earnout Shares form a portion of the consideration to be received by the Cyabra shareholders and holders of Cyabra Options in connection with the Business Combination. Applying ASC 815-40, the Company concluded that the Earnout Shares are considered indexed to the Combined Company’s own stock and meets the conditions for equity classification, and thus should be presented within equity.

At the Closing Date, it is not probable that the earnout conditions will be achieved. Thus, the issuance of the Earnout Shares are not accounted for in the pro forma financial statements.

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 2026 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:

The following table reconciles the 10,600,000 Merger Consideration shares to be issued at Closing to the 9,803,250 Holdings Common Stock transferred at Closing:

Ownership

The following table summarizes the unaudited pro forma ownership of Holdings Common Stock that would have been outstanding as of September 30, 2025, on a fully diluted basis, under the no additional redemption and maximum redemption scenarios, after giving effect to the Business Combination, assuming no Holdings warrants have been exercised.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2025, and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 and for the year ended December 31, 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.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2025

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2025 — (Continued)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATION
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATION
FOR THE YEAR ENDED DECEMBER 31, 2024