Exhibit 8.1

 

Loeb & Loeb LLP

 

10100 Santa Monica Blvd.

Suite 2200

Los Angeles, CA  90067

 

 

Main

Fax

 

 

310.282.2000

310.282.2200

 

April 9, 2025

 

Trailblazer Merger Corporation I
510 Madison Avenue
Suite 1401
New York, NY 10022
Attention: Arie Rabinowitz

 

Re:Registration Statement of Trailblazer Holdings, Inc.

 

Ladies and Gentlemen:

 

We have acted as United States counsel to Trailblazer Merger Corporation I (“Trailblazer”), a Delaware corporation, in connection with the proposed Business Combination (as defined below) contemplated by a merger agreement, dated as of July 22, 2024 (as amended on November 11, 2024 and as it may be further amended and/or restated from time to time, the “Merger Agreement”), which provides for a Business Combination between Trailblazer, Trailblazer Merger Sub, Ltd., an Israeli company and a direct, wholly owned subsidiary of Trailblazer (“Merger Sub”), Trailblazer Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Trailblazer (“Holdings”), and Cyabra Strategy Ltd., a private company organized in Israel (“Cyabra”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (a) Trailblazer shall merge with and into Holdings and Holdings shall be the survivor of such merger (the “Parent Merger” and all references to Trailblazer subsequent to the Parent Merger shall be intended to refer to Holdings as the survivor of the Parent Merger) and (b) Merger Sub shall merge with and into Cyabra, with Cyabra being the surviving entity (the “Acquisition Merger” and, together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the “Business Combination”).

 

The Business Combination and certain other related transactions are described in the Registration Statement of Trailblazer Holdings, Inc. on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed on December 20, 2024 (Registration Number 333-283153) as amended through the date hereof (the “Registration Statement”).

 

In rendering this opinion, we have reviewed the Registration Statement and have assumed with your approval the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the completeness and accuracy of the documents reviewed by us. We have assumed with your approval and have not verified the accuracy of the factual matters and representations set forth in the Registration Statement.

 

 

 

 

Based on the foregoing and subject to the assumptions, limitations and qualifications stated in the Registration Statement and herein, we hereby confirm and adopt as our opinion the statements of United States federal income tax law on the date hereof as set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Parent Merger.”

 

This opinion is based upon the existing provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published revenue rulings and procedures from the United States Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof. Any such authority is subject to change, and any change may be retroactive in effect and may affect our opinion as set forth herein. Our opinion is based on the facts, assumptions and representations set forth in the Registration Statement and this opinion. If any of the facts, assumptions or representations is not true, correct or complete, our opinion may not be applicable. We undertake no responsibility to update this opinion or to advise you of any developments or changes as a result of a change in legal authority, fact, representation, assumption or document, or any inaccuracy in any fact, representation or assumption, upon which this opinion is based, or otherwise.

 

Our opinion is not binding on the IRS or a court. The IRS may disagree with one or more of our conclusions, and a court may sustain the IRS’s position.

 

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm as counsel to Trailblazer under the caption “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Parent Merger” in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations promulgated thereunder, with respect to any part of the Registration Statement, including this exhibit.

 

Regards,

 

/s/ Loeb & Loeb LLP

Loeb & Loeb LLP

 

 

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