Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On September 9, 2025, the registration statement
on Form S-1 (File No. 333- 288651) relating to the initial public offering (the “IPO”) of Trailblazer Acquisition Corp.
(the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”),
and the Company subsequently filed, on September 9, 2025, a registration statement on Form S-1MEF (File No. 333- 290146) pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which was effective immediately
upon filing (collectively, the “Registration Statement”).
On September 11, 2025, the Company consummated
its IPO of 27,500,000 units (the “Units”), including 3,500,000 Units issued pursuant to the partial exercise by the
underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $275,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with
each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement:
An
Underwriting Agreement, dated September 9, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the
underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by
reference.
A
Warrant Agreement, dated September 9, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant
agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
An
Investment Management Trust Agreement, dated September 9, 2025, by and between the Company and Continental Stock Transfer & Trust
Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
A
Registration Rights Agreement, dated September 9, 2025, by and among the Company and certain security holders, a copy of which is attached
as Exhibit 10.2 hereto and incorporated herein by reference.
A
Private Placement Warrants Purchase Agreement, dated September 9, 2025 (the “Sponsor Private Placement Warrants Purchase Agreement”),
by and between the Company Trailblazer Sponsor LLC, a Delaware limited liability company (the “Sponsor”), a copy of
which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
A
Private Placement Warrants Purchase Agreement, dated September 9, 2025 (the “Representative Private Placement Warrants Purchase
Agreement”), by and between the Company and the Representative, a copy of which is attached as Exhibit 10.4 hereto and incorporated
herein by reference.
A
Letter Agreement, dated September 9, 2025 (the “Letter Agreement”), by and among the Company, its officers, its directors
and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
An
Administrative Services Agreement, dated September 9, 2025, by and between the Company and the Sponsor, a copy of which is attached as
Exhibit 10.6 hereto and incorporated herein by reference.
Indemnity
Agreements, dated September 9, 2025 (each, an “Indemnity Agreement”), by and among the Company and each director and
executive officer of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.
The material terms of such agreements are fully
described in the Company’s final prospectus, dated September 9, 2025, as filed with the Commission on September 11, 2025 (the “Prospectus”)
and are incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity
Securities.
Simultaneously with the closing of the IPO, pursuant
to the Sponsor Private Placement Warrants Purchase Agreement and the Representative’s Private Placement Warrants Purchase Agreement,
the Company completed the private sale of an aggregate of 4,533,333 warrants (the “Private Placement Warrants”) to
the Sponsor and the Representative, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per
share, at a price of $1.50 per Private Placement Warrant, or $6,800,000 in the aggregate. Of the 4,533,333 Private Placement Warrants,
the Sponsor purchased 2,933,333 Private Placement Warrants and the Representative purchased 1,600,000 Private Placement Warrants. The
Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as
otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance
of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2025, in connection with the
IPO Thomas J. Lee, Thomas S. Smith, Jr. and Steven Silverstein (collectively with Eric Semler, the “Directors”) were
appointed to the board of directors of the Company (the “Board”). Thomas J. Lee, Thomas S. Smith, Jr. and Steven Silverstein
are independent directors. Effective September 10, 2025, each of Thomas J. Lee, Thomas Smith, Jr. and Steven Silverstein was appointed
to the Board’s Audit Committee, with Mr. Smith serving as chair of the Audit Committee. Each of Thomas S. Smith, Jr. and Steven
Silverstein was appointed to the Board’s Compensation Committee, with Mr. Silverstein serving as chair of the Compensation Committee.
Following the appointment of the Directors, the
Board is comprised of three classes. The term of office of the first class of Directors, which consists of Mr. Silverstein, will
expire at the Company’s first annual general meeting of shareholders. The term of office of the second class of Directors, which
consists of Mr. Lee, will expire at the Company’s second annual general meeting of shareholders. The term of office of the third
class of Directors, which consists of Mr. Semler and Mr. Smith, will expire at the Company’s third annual general meeting of
shareholders.
On September 9, 2025, in connection with their
appointments to the Board, each Director and the Company’s officers entered into the Letter Agreement as well as an Indemnity Agreement
with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Other than the foregoing, none of the Directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as Directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement
and the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement
and the form of Indemnity Agreement, copies of which are attached as Exhibits 10.5 and 10.7 hereto, respectively, and are incorporated
herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Certificate
of Incorporation or Bylaws; Change in Fiscal Year.
On September 9, 2025, in connection with the IPO,
the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles
of Association”) with the Cayman Islands Registrar of Companies, which was effective on September 9, 2025. The terms of the
Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by
reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is qualified
in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit
3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $275,000,000 of the proceeds from the
IPO (which amount includes $11,000,000 of the underwriter’s deferred discount) and the sale of the Private Placement Warrants, was
placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect
to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution
expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of
the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete
its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s
Board may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection
with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance
or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination
within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or
pre-initial business combination activity.
On September 11, 2025, the underwriters in the
IPO informed the Company that the over-allotment option would be partially exercised. As a result, 25,000 Class B ordinary shares of the
Company were surrendered by the Sponsor in order for the Company’s initial shareholders to maintain ownership of 20.0% of the issued
and outstanding shares of the Company. Such surrendered shares were cancelled by the Company.
On September 9, 2025, the Company issued a press
release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 11, 2025, the Company issued a press
release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
A total of $275,000,000 of the proceeds from the
IPO (which amount includes $11,000,000 of the underwriter’s deferred discount) and the sale of the Private Placement Warrants, was
placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect
to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution
expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of
the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete
its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s
Board may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection
with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance
or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination
within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or
pre-initial business combination activity.
On September 11, 2025, the underwriters in the
IPO informed the Company that the over-allotment option would be partially exercised. As a result, 25,000 Class B ordinary shares of the
Company were surrendered by the Sponsor in order for the Company’s initial shareholders to maintain ownership of 20.0% of the issued
and outstanding shares of the Company. Such surrendered shares were cancelled by the Company.
On September 9, 2025, the Company issued a press
release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 11, 2025, the Company issued a press
release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.