Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Trailblazer Merger Corporation I (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
89278D109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 89278D109 |
| 1 | Names of Reporting Persons
Trailblazer Sponsor Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,119,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
47.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 1) Reflects 2,119,499 Class A common stock of Trailblazer Merger Acquisition Corporation I (the "Company"), par value $0.0001 per share ("Class A Common Stock") and 1 Class B common stock of the Company, par value $0.0001 per share ("Class B Common Stock"), held directly by Trailblazer Sponsor Group, LLC (the "Sponsor"). The 1 share of Class B Common Stock will automatically be cancelled at the time of the Company's initial business combination. The holder of the Company's 1 share of Class B Common Stock will have the right to elect all of the Company's directors prior to its initial business combination and the holders of the Company's shares of Class A Common Stock will not be entitled to vote on the election of directors during such time.(2) The percentage of beneficial ownership of Trailblazer in the table below is calculated based on 4,499,116 shares of Trailblazer Common Stock issued and outstanding as of February 12, 2025.
SCHEDULE 13G
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| CUSIP No. | 89278D109 |
| 1 | Names of Reporting Persons
Joseph Hammer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place
of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,119,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
47.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 1) Reflects 2,119,499 Class A common stock of Trailblazer Merger Acquisition Corporation I (the "Company"), par value $0.0001 per share ("Class A Common Stock") and 1 Class B common stock of the Company, par value $0.0001 per share ("Class B Common Stock"), held directly by Trailblazer Sponsor Group, LLC (the "Sponsor"). The 1 share of Class B Common Stock will automatically be cancelled at the time of the Company's initial business combination. The holder of the Company's 1 share of Class B Common Stock will have the right to elect all of the Company's directors prior to its initial business combination and the holders of the Company's shares of Class A Common Stock will not be entitled to vote on the election of directors during such time.(2) The percentage of beneficial ownership of Trailblazer in the table below is calculated based on 4,499,116 shares of Trailblazer Common Stock issued and outstanding as of February 12, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Trailblazer Merger Corporation I | |
| (b) | Address of issuer's principal executive offices:
510 Madison Avenue, Suite 1401, New York, NY 10022 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed jointly pursuant to ss.240.13d-1(k)(1) on behalf of each of the following persons (collectively, the "Reporting Persons"):1. Trailblazer Sponsor Group, LLC2. Joseph Hammer | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:510 Madison Avenue, Suite 1401, New York, NY 10022 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
89278D109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on each cover page. | |
| (b) | Percent of class:
See response to Item 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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