Item 7. Management’s Discussion and Analysis
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise
requires, all references in this section to the “Company,” “Holdings” “we,” “us,” or
“our” refer to Trailblazer Holdings, Inc., a Delaware corporation. The following discussion and analysis of the financial
condition and results of operations of the Company should be read together with our audited financial statements and the related notes
included elsewhere in this Annual Report for the year ended December 31, 2025 (the “Audited Financial Statements”). This
discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors, including those described under “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report.
Overview
Holdings was incorporated
in Delaware on July 16, 2024, and is a direct and wholly owned subsidiary of Trailblazer. Holdings was formed for the sole purpose of
merging with Trailblazer prior to the transactions contemplated in the Merger Agreement to facilitate the consummation of the Business
Combination. Holdings has no material assets and does not operate any business.
Proposed Business Combination and Recent Developments
Business Combination
On July 22, 2024, Trailblazer
entered into a merger agreement (as amended on November 11, 2024 and on November 6, 2025 and as it may be further amended and/or restated
from time to time, the “Merger Agreement”).
PIPE Investments
On December 18, 2025, Holdings
entered into subscription agreements with the 2025 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 of the Business Combination
(the “PIPE Investment”).
In the event that in excess
of $3,500,000 remains in the Trust Account after redemption of Trailblazer’s 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.
On November 6, 2025, the parties
thereto entered into the Amendment to the Merger Agreement in order to, among other things: (i) amend the provision related to the PIPE
Investment to reflect that the 2025 PIPE Investors will receive Holdings Series B Preferred Stock and not Holdings Common Stock; (ii)
amend the Base Purchase Price from $70,000,000 to $106,000,000; (iii) amend the First Calculation Period (as defined in the Merger
Agreement) from December 31, 2025 to December 31, 2026; and (iv) amend the outside closing date from March 1, 2025 to February 1, 2026.
On February 5, 2026, Holdings
entered into additional subscription agreements with the 2026 PIPE Investors providing for the Additional PIPE Investment. The Additional
PIPE Investment was entered into with the 2026 PIPE Investors on substantially the same terms as the previously disclosed $6.0 million
PIPE Investment. As a result of the Additional PIPE Investment, the total committed PIPE financing has been increased to $8.0 million.
Results of Operations
We have neither engaged in
any operations nor generated any revenues to date. Our only activities for the period from July 16, 2024 (inception) through December
31, 2025 were organizational activities and those necessary to prepare for the proposed Business Combination.
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For the year ended December
31, 2025 and for the period from July 16, 2024 (inception) through December 31, 2024, we had a net loss of $156,348 and $53,820, respectively,
which consists of operating expenses.
Liquidity and Going Concern
As of December 31, 2025,
we had no cash and a working capital deficit of $210,168. If the Business Combination is not consummated by March 30, 2026 (the “Combination
Period”), then Holdings will cease all operations except for the purpose of liquidating. The liquidity condition and potential
dissolution if the Business Combination is not consummated by the Combination Period raise substantial doubt about our ability to continue
as a going concern.
In connection with our assessment
of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability
to Continue as a Going Concern,” management has determined that our liquidity condition raises substantial doubt about our ability
to continue as a going concern through twelve months from the date the financial statements are available to be issued.
Off-Balance Sheet Arrangements
We did not have any off-balance
sheet arrangements as of December 31, 2025.
Contractual Obligations
LifeSci Advisory Agreement
On October 28, 2025, we entered
into an advisory agreement with Cybra and LifeSci pursuant to which LifeSci will provide certain financial advisory and investment banking
services to Cyabra. In connection with such engagement, LifeSci will receive a retainer fee of ordinary shares of Cyabra which will convert
into 105,000 PubCo Shares upon the closing of the Business Combination and an advisory fee of $1,050,000 paid in PubCo Shares 90 days
after the closing of the Business Combination.
Ladenburg Advisory Agreement
On October 28, 2025, we entered
into an advisory agreement with Cyabra and Ladenburg pursuant to which Ladenburg will provide financial advisory and investment banking
services to Cyabra. In connection with such engagement, Ladenburg will receive an advisory fee of $1,050,000 paid in PubCo Shares 90
days after the closing of the Business Combination.
Amendment of Merger Agreement
On November 11, 2024, the
Merger Agreement was amended to, among other things; (i) increase the size of the Trailblazer Board from five directors to seven directors;
(ii) remove the director election proposal from the Required Parent Proposals (as defined in the Merger Agreement); (iii) increase the
size of the 2024 Plan from 10% to 15% due to the fact that certain previously contemplated grants will be included as part of the 2024
Plan; (iv) amend the provision related to the share grant to the Cyabra Key Employees to clarify that such grant may be subject to additional
vesting conditions as agreed upon between the respective Cyabra Key Employee and Cyabra; and (v) amend the outside closing date from December
31, 2024 to March 1, 2025.
On November 6, 2025, the Merger
Agreement was amended in order to, among other things; (i) amend the provision related to the PIPE Investment to reflect that the PIPE
Investors will receive Holdings Series B Preferred Stock and not Holdings Common Stock; (ii) amend the Base Purchase Price from $70,000,000
to $106,000,000; (iii) amend the First Calculation Period (as defined in the Merger Agreement) from December 31, 2025 to December 31,
2026; and (iv) amend the outside closing date from March 1, 2025 to February 1, 2026.
PIPE Financing
On December 18, 2025, we entered
into the PIPE Investment. In the event that in excess of $3,500,000 remains in the Trust Account after redemption of the Trailblazer
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. Further, up to $1,000,000 of the PIPE Investment may be provided upon the initial filing of the Registration Statement
with the SEC, if mutually agreed upon between the parties.
On February 5, 2026, we entered
into additional subscription agreements with certain investors providing for an additional $2.0 million private placement investment in
Holdings Series B Preferred Stock and warrants (the “Additional PIPE Investment”). The Additional PIPE Investment was entered
into on substantially the same terms as the previously disclosed $6.0 million PIPE Investment. As a result of the Additional PIPE Investment,
the total committed PIPE financing has been increased to $8.0 million.
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Critical Accounting Estimates
Certain of our accounting
policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates.
On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements
are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry
trends and information available from outside sources, as appropriate. Making estimates requires management to exercise significant judgment.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or
more future events. Accordingly, the actual results could differ significantly from those estimates. However, by their nature, judgments
are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates. As of December 31, 2025,
we did not identify any critical accounting estimates.
Recent Accounting Standards
In December 2023, the FASB
issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental
income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We had adopted the ASU 2023-09
on January 1, 2025, prospectively, and it did not have a material effect on our financial statements.
Management does not believe
that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our
financial statements.
Item 7A. Quantitative and Qualitative
Disclosures about Market Risk.
Not required for smaller
reporting companies.
Item 8. Financial Statements and Supplementary Data.
This information appears
following Item 15 of this Annual Report and is included herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.