Trailblazer Merger Corporation I
PROPOSED BUSINESS COMBINATION: Cyabra, Inc.
ENTERPRISE VALUE: $70 million
ANTICIPATED SYMBOL: tbd
Trailblazer Merger Corporation I proposes to combine with Cyabra, Inc.
Cyabra is a data intelligence company that is at the forefront of the fight against the online distribution of disinformation. Cyabra has developed a proprietary AI-powered system, trusted by large corporations, governments, and security agencies to uncover risks, attacks, and malicious activity on social media platforms. Using proprietary algorithmic solutions, Cyabra’s system collects publicly available information and extracts valuable information and real time alerts, providing analytical and actionable insights, that are then communicated effectively to clients.
EXTENSION – 9/30/24 – LINK
- The SPAC approved the extension from September 30, 2024 to September 30, 2025.
- 4,520,384 shares were redeemed.
- $0.035/share per month will be deposited into the trust account.
TRANSACTION
- The transaction values Cyabra at a total enterprise value of $70 Million at signing.
- Upon closing the transaction, which is expected in the first quarter of 2025, the combined company will operate as Cyabra and be listed on NASDAQ.
SPAC FUNDING
- PIPE Investment
- The SPAC will enter into agreements of no less than $6,000,000
- In the event that in excess of $3,500,000 remains in the Trust Account after redemption of the Parent Class A Common Stock in connection with the Merger, the PIPE Investment shall be reduced by the amount by which the Trust Account exceeds $3,500,000.
- Further, up to $1,000,000 of the PIPE Investment may be provided upon the initial filing of the Registration Statement with the Securities and Exchange Commission, if mutually agreed upon between the parties.
- The SPAC will enter into agreements of no less than $6,000,000
- Convertible Notes
- As a condition to the merger agreement, the Sponsor or its Affiliates will provide to the Company a loan in an aggregate amount of $3,000,000 in the form of convertible promissory notes, upon terms which shall be mutually agreed upon among the parties, (collectively, the “2024 Convertible Notes”) provided that the Company will have the ability to raise up to an additional $3,000,000 (for a total of $6,000,000) pursuant to the terms of the 2024 Convertible Notes until the earlier of
- (i) three months from the date of the Merger Agreement or
- (ii) the filing by Parent or Holdings of the initial Registration Statement.
- As a condition to the merger agreement, the Sponsor or its Affiliates will provide to the Company a loan in an aggregate amount of $3,000,000 in the form of convertible promissory notes, upon terms which shall be mutually agreed upon among the parties, (collectively, the “2024 Convertible Notes”) provided that the Company will have the ability to raise up to an additional $3,000,000 (for a total of $6,000,000) pursuant to the terms of the 2024 Convertible Notes until the earlier of
EARNOUT
- Company
- The Company can earn up to 3,000,000 Shares based on the following thresholds:
- 1/3 if the daily VWAP of the shares is greater than or equal to $15.00 from and after the period commencing on the six-month anniversary of the Closing until December 31, 2025.
- 1/3 if the daily VWAP of the shares is greater than or equal to $20.00 from and after the period commencing on the six-month anniversary of the Closing until December 31, 2027.
- 1/3 if the daily VWAP of the shares is greater than or equal to $25.00 from and after the period commencing on the six-month anniversary of the Closing until December 31, 2029.
- The Company can earn up to 3,000,000 Shares based on the following thresholds:
LOCK-UP
- Company
- The Company intends to enter into a lock-up for nine months after the Closing Date
- Sponsor
- One year following the Closing or if the share price equals or exceeds $12.00 for 20/30 trading days at least 180 days after the Closing.
NOTABLE CONDITIONS TO CLOSING
- The PIPE Investment shall have been consummated
- The financing of the 2024 Convertible Notes shall have been consummated
- A minimum cash closing condition was not mentioned.
NOTABLE CONDITIONS TO TERMINATION
- The Closing of the transactions contemplated by the Merger Agreement has not occurred on or before December 31, 2024 (the “Outside Closing Date”) (provided, that, if the SEC has not declared the Registration Statement and Proxy Statement effective on or prior to December 31, 2024, the Outside Closing Date shall be automatically extended by three months)
- The Outside date as extended to March 31, 2025 – LINK
ADVISORS
- Company
- Lowenstein Sandler LLP is serving as legal advisor.
- Goldfarb, Gross, Seligman & Co. is serving as legal advisor.
- SPAC
- LifeSci Capital is acting as a financial advisor.
- Loeb & Loeb LLP is serving as legal advisor.
MANAGEMENT & BOARD
Executive Officers
Arie Rabinowitz, 50
Chief Executive Officer, Director
Mr. Rabinowitz is the co-founder of LH Financial Services Corp., a family office service company for a single family. Mr. Rabinowitz served as Vice President and Chief Investment Officer of LH Financial from inception in 1997 and until 2010. Since 2010 Mr. Rabinowitz has served as Chief Executive Officer of LH Financial. LH Financial evaluates investment opportunities in a wide variety of asset classes including public companies, private companies, development stage companies, technology institutions, startup incubators, and other ventures to determine if they fit within the framework of the family office’s investment criteria. LH Financial, under the guidance of Mr. Rabinowitz, subsequently facilitates investments and exits from investments approved by the family. LH Financial also participates and facilitates charitable endeavors for itself and the family in many charitable causes, including organizations that foster education, family, and health across North America, Israel, and elsewhere. Mr. Rabinowitz advises, on a pro bono basis, charity organization in the U.S. and Israel. In addition, Mr. Rabinowitz serves on the board of directors for Areivim, Inc., a community committed to the well-being of at-risk children, their parents, and siblings. Mr. Rabinowitz is the founder and CEO of ACR Foundation, a 501(c)3 registered charitable trust focused on both local and international charitable causes. Mr. Rabinowitz is the father-in-law of Mr. Eichorn. Mr. Rabinowitz graduated from Lander College of Arts & Sciences with a BS in Mathematics.
Yosef Eichorn, 30
Chief Development Officer
Mr. Eichorn currently serves as the Vice President of Investments at LH Financial Services Corp., a family office service company for a single family. Mr. Eichorn has served as Vice President of Investments at LH Financial since January 2020 where he focuses on evaluating new investment opportunities in addition to monitoring the family’s active portfolio companies. From March 2019 to September 2021, Mr. Eichorn served as Compliance Officer at LH Financial where he was responsible for compliance, developing and updating LH Financial’s and its family client’s compliance framework and procedures to ensure that LH and its family client comply with policies and regulations as applicable to investments of the family client. From July 2018 to December 2019, Mr. Eichorn served as a Research Analyst at LH Financial. Mr. Eichorn is the son-in-law of Mr. Rabinowitz. Yosef Eichorn graduated from Empire State College with a BS in Liberal Arts.
Scott Burell, 70
Chief Financial Officer
Since August 2018, Scott Burell has been the Chief Financial Officer of AIVITA Biomedical, Inc., an Irvine California-based immuno-oncology company focused on the advancement of commercial and clinical-stage programs utilizing curative and regenerative medicines. From November 2006 until its sale to Invitae Corp. (NYSE: NVTA) in November 2017, Mr. Burell was the Chief Financial Officer, Secretary and Treasurer of CombiMatrix Corporation (NASDAQ: CBMX), a family health-focused clinical molecular diagnostic laboratory specializing in pre-implantation genetic screening, prenatal diagnosis, miscarriage analysis, and pediatric developmental disorders. Mr. Burell successfully led the split-off of CombiMatrix in 2007 from its former parent, has led several successful public and private debt and equity financing transactions as well as CombiMatrix’s reorganization in 2010. Prior to this, Mr. Burell had served as CombiMatrix’s Vice President of Finance since 2001 and as its Controller from 2001 to 2001. From 1999 until the time that he first joined CombiMatrix in 2001, Mr. Burell was the Controller for Network Commerce, Inc. (NASDAQ: SPNW), a publicly traded technology and information infrastructure company located in Seattle. Prior to this, Mr. Burell spent nine years with Arthur Andersen’s Audit and Business Advisory practice in Seattle. Mr. Burell is also a member of the Board of Directors of Microbot Medical (NASDAQ: MBOT), an Israeli-based medical device company. Mr. Burell obtained his Washington state CPA license in 1992 and is a Certified Public Accountant (currently inactive). Mr. Burell holds BS degrees in Accounting and Business Finance from Central Washington University.
Board of Directors
Joseph Hammer, 43
Chairman
Since 2010, Mr. Hammer has served as the Chief Investing Officer (“CIO”) at LH Financial Services Corp., a family office service company for a single family. LH Financial evaluates investment opportunities in a wide variety of asset classes including public companies, private companies, merger candidates, development stage companies, technology institutions, startup incubators, and other ventures to determine if they fit within the framework of the family office’s investment criteria. As the CIO, Mr. Hammer sources potential investments for the family office and provides continued guidance for many of the family’s investments and mergers, and in particular, within the Middle East. In addition, Mr. Hammer originates numerous charitable endeavors and relationships for LH Financial and the family, including organizations that foster education, family, and health across North America, Israel, and elsewhere. Mr. Hammer is a Board Member of Gratitude Railroad LLC, a community of investors, operating an alternative investment platform, who are inspired and dedicated to solving environmental and social problems through the profitable deployment of financial, intellectual, and human capital. Mr. Hammer is the founder of The JDH Foundation, a 501(c)3 charitable organization which supports both local and international charitable causes. He is also the Chairman of the Executive Committee of Chai Lifeline, Inc., a health support network for children, families and communities impacted by serious illness or loss. He serves as a Board Member of The Duvdevan Foundation, a support system for soldiers in the elite Duvdevan Unit of the Israeli Defense Forces.
Barak Avitbul, 48
Independent Director
Mr. Avitbul is the Chief Executive Officer of NetNut Ltd., and has been a member of senior management of Safe-T Group Ltd. (Nasdaq, TASE: SFET), a global provider of cybersecurity and privacy solutions to consumers and enterprises, since the completion of the acquisition of NetNut in June 2019 by Safe-T Group. NetNut provides business proxy network solutions that enable multiple business use cases, such as online ad verification, retail price and inventory comparisons, network security penetration, load testing of applications, and other data mining and analysis. Mr. Avitbul has founded and led several successful internet and software companies among them DiviNetworks Ltd., where he built global network optimization as a service operation in over fifty countries around the world and was the first Israeli company to raise investment from the World Bank. Before founding DiViNetworks, Mr. Avitbul founded Key2Peer, a provider of anti-piracy and promotional services for the P2P market, leading it to a net profit in less than twelve months. Prior to that, Mr. Avitbul served as a consultant for several premier technology companies in diverse sectors, among them Rosetta Genomics (NASDAQ: ROSG), where he served as the head of algorithm research. Mr. Avitbul also served as Director of Research and Development at iMDsoft, playing an instrumental role in creating and launching successful products in the healthcare clinical information management market. Mr. Avitbul holds an L.L.B in Law and BS in Computer Science, both from Tel Aviv University.
Olga Castells, 48
Independent Director
Ms. Castells is a Tax Senior Director at Oracle Corporation, a position she has held since 2010, where she is responsible for audit controversy matters in Canada and Latin America, a region with approximately $3b in annual revenue. Ms. Castells currently manages 100+ audits and tax cases (at various levels of appeal) involving income and non-income based tax in nine countries. Ms. Castells is also involved in the due diligence process for acquisitions with presence in Canada, Latin America and the Caribbean. Prior to joining Oracle, Ms. Castells worked for PricewaterhouseCoopers (PwC) for five years and held a variety of positions where she performed international tax planning for large multi-national clients with operations in Europe, Asia, Latin America and the Caribbean in a variety of industries, including consumer products, retail, manufacturing, franchise services and power generation. Ms. Castells completed a Master of Science in Taxation from University of Miami and graduated from University of Miami cum laude with a BS in Accounting. Ms. Castells is a Certified Public Accountant licensed in Florida.
Patrick Donovan, 44
Independent Director
Mr. Donovan is a founding partner of Lokahi Capital, a private equity firm located in Delray, Florida. Mr. Donovan brings an international business background, working in Europe and the United States, while serving a global client base. His career began in commercial real estate finance and evolved with a move to investment banking with Credit Suisse in London in 2005. He also held positions as a Fixed Income Portfolio Manager at UBS in London and a Structured Credit Trader at AVM/III Capital located in Florida, US. Mr. Donovan has been a Board of Trustee member of Gulf Stream School since 2018 and currently chairs the Finance Committee. Mr. Donovan earned a Master of Business Administration from Washington University Olin School of Business and a BS in Finance from University of Missouri.
