Experience and Involvement in Other SPACs [Text Block] |
Our sponsor, Trailblazer Sponsor LLC, is a Delaware limited liability company, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Eric Semler is the sole managing member of our sponsor and holds sole voting and investment discretion with respect to the ordinary shares held of record by the sponsor. In July 2025, our sponsor transferred 25,000 founder shares to each of our independent directors and 15,000 founder shares to our Chief Financial Officer (an aggregate of 90,000 founder shares) as compensation for their services. Our independent directors will not receive any direct or indirect interest in the sponsor. As of the date of this prospectus, Mr. Semler will have a 98.5% indirect interest in our founder shares and 100% indirect interest in private placement warrants to be purchased by the sponsor through his ownership of sponsor membership interests. Other than Mr. Semler, no other person has a direct or indirect material interest in our sponsor.
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SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block] |
Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, as summarized in the table below. Subject Securities | | Expiration Date | | Natural Persons and Entities Subject to Restrictions | | Exceptions to Transfer Restrictions | Founder Shares | | The earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | | Trailblazer Sponsor LLC Eric Semler Eamon P. Smith Thomas S. Smith, Jr. Thomas J. Lee Steven Silverstein | | Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the sponsor or their respective affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; | Subject Securities | | Expiration Date | | Natural Persons and Entities Subject to Restrictions | | Exceptions to Transfer Restrictions | | | | | | | (f) pro rata distributions from our sponsor to its members, partners or shareholders pursuant to our sponsor’s or limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. | Private Placement Warrants | | 30 days after the completion of our initial business combination | | Trailblazer Sponsor LLC Eric Semler Eamon P. Smith Thomas S. Smith, Jr. Thomas J. Lee Steven Silverstein ] Cantor Fitzgerald & Co. | | Same as above (other than clauses (f) and (g) with respect to the inclusion of Cantor Fitzgerald & Co.) | Subject Securities | | Expiration Date | | Natural Persons and Entities Subject to Restrictions | | Exceptions to Transfer Restrictions | Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants | | 180 days | | Trailblazer Sponsor LLC Eric Semler Eamon P. Smith Thomas S. Smith, Jr. Thomas J. Lee Steven Silverstein | | The representative in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement described in the immediately preceding paragraphs. |
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