UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-42211 Voyager Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands N/A ...

Core Points - VERAXA Biotech AG is moving towards becoming a public company through a business combination with Voyager Acquisition Corp, with a registration statement filed with the SEC [1][2] - The business combination agreement values VERAXA at approximately $1.3 billion, with existing shareholders receiving around 130 million ordinary shares of the combined entity [3] - The expected pro forma equity value of the combined entity is approximately $1.64 billion, assuming a share price of $10.00 and no redemptions by Voyager's public shareholders [4] Transaction Overview - The boards of directors of both companies have unanimously approved the business combination, which is expected to close in Q4 2025, pending shareholder approval and customary closing conditions [5] - Upon closing, VERAXA anticipates access to approximately $253 million in cash held in trust by Voyager, before transaction costs [4] Company Information - VERAXA focuses on developing next-generation antibody-based therapeutics, including bispecific ADCs and T cell engagers, leveraging transformative technologies and rigorous quality principles [8] - The company was founded on scientific breakthroughs from the European Molecular Biology Laboratory, known for its life science research [8] Advisors - Anne Martina Group is the sole M&A advisor for VERAXA, while Duane Morris LLP and Winston & Strawn LLP serve as legal counsel for VERAXA and Voyager, respectively [7]

Core Insights - VERAXA Biotech AG is preparing for a NASDAQ listing and is showcasing its Bi-targeted Tumor-Associated Cytotoxicity (BiTAC) platform at major industry conferences [1][2][7] - The company is focused on developing dual-target oncology therapies with reduced off-tumor toxicity and is currently pursuing nine discovery and development programs [2][6] - Voyager Acquisition Corp. is acting as the special purpose acquisition company (SPAC) for VERAXA's business combination, with Cantor Fitzgerald providing capital markets advisory services [3][8] Conference Participation - VERAXA will attend the ASCO Annual Meeting from May 30 to June 3, 2025, in Chicago, IL, where key executives will be available for meetings [4] - The BIO International Convention will take place from June 16 to 19, 2025, in Boston, MA, with opportunities for stakeholders to connect with VERAXA's leadership [5] Business Combination Details - A definitive business combination agreement was signed on April 22, 2025, between VERAXA and Voyager Acquisition Corp., which will lead to VERAXA becoming publicly traded on NASDAQ [7] - The transaction is supported by Anne Martina Group as the M&A advisor [7] Company Overview - VERAXA is focused on next-generation antibody-based therapeutics, including bispecific antibody-drug conjugates (ADCs) and T-cell engagers (TCEs), leveraging transformative technologies [6] - The company was founded on scientific breakthroughs from the European Molecular Biology Laboratory, emphasizing its commitment to innovative life science research [6]

Company Overview - VERAXA Biotech AG is an emerging leader in designing novel cancer therapies and is the proposed de-SPAC acquisition target of Voyager Acquisition Corp [1][4] - The company focuses on next-generation antibody-based therapeutics, including bispecific antibody-drug conjugates (ADCs) and T-cell engagers, utilizing transformative technologies [3] Leadership Appointment - Rick Austin, Ph.D., has been appointed as Chief Scientific Officer, effective May 1st, bringing over 25 years of experience in oncology discovery and early development [1][2] - Dr. Austin's previous roles include Vice President of Research at Harpoon Therapeutics and various positions at Amgen, where he led tumor immunology projects [2] Strategic Goals - The appointment of Dr. Austin is seen as pivotal for advancing VERAXA's BiTAC platform and clinical-stage pipeline, aiming to enhance the therapeutic window of cancer treatments while minimizing off-tumor toxicity [2][3] - The company is committed to tapping into the U.S. biopharma talent pool and expanding its scientific footprint [2] Business Combination - On April 22, 2025, VERAXA entered into a definitive business combination agreement with Voyager Acquisition Corp, which will lead to VERAXA becoming a publicly traded company on NASDAQ upon closing [4]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-42211 Voyager Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands N/A ...

Company Overview - VERAXA Biotech AG is an emerging leader in designing novel cancer therapies, focusing on a comprehensive pipeline of next-generation cancer therapies through its proprietary Bi-Targeted Antibody Cytotoxicity (BiTAC) technology platform [1][2] - The company is advancing a premier drug discovery and development engine for antibody-drug conjugates (ADCs) and other novel antibody-based therapy concepts [2] Business Combination - VERAXA has entered into a definitive business combination agreement with Voyager Acquisition Corp, which will create a publicly traded clinical-stage biopharmaceutical company [1] - The transaction values VERAXA at a pre-money equity value of $1.3 billion, with existing shareholders receiving approximately 130 million ordinary shares of the combined company [6][10] - The business combination is expected to close in the fourth quarter of 2025, subject to shareholder approval and customary closing conditions [13] Market Potential - The global TCE market is projected to reach $112 billion by 2030, with a compound annual growth rate (CAGR) of over 44%, while the global ADC market is expected to reach $57 billion by 2030, with a CAGR close to 30% [3] - The company aims to address the limitations of current cancer therapies by developing next-generation therapies with improved safety and efficacy profiles [4] Pipeline and Development - VERAXA's pipeline includes nine discovery and development programs at various stages, with the most advanced asset, VX-A901, showing potent anti-cancer activity [4] - The company is pursuing both internal innovation and strategic partnerships to enhance its pipeline, anticipating three proprietary development programs in the clinic by 2029 [4][6] Leadership and Support - The leadership team includes experienced professionals such as CEO Christoph Antz, Ph.D., and CBO Heinz Schwer, Ph.D., MBA, both of whom have backgrounds in venture capital [5] - The company is supported by international scientific advisors, including experts in immuno-oncology [8] Financial Strategy - VERAXA is actively raising a crossover financing round expected to close before the business combination, which will provide sufficient capital for the next two years [12] - Upon closing, the combined entity is expected to have an implied pro forma equity value of approximately $1.64 billion, with access to up to $253 million in cash held in trust by Voyager [11]

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on August 8, 2024, raising gross proceeds of $253 million from the sale of 25,300,000 Units at $10.00 per Unit[154]. - The private placement associated with the IPO generated an additional $7.665 million from the sale of 7,665,000 units, with each unit priced at $1.00[154]. - The company has placed $254,265,000 from the IPO and private placement proceeds into a Trust Account, which is invested in U.S. government treasury bills[155]. - A deferred underwriting commission of $12,045,000 is due upon the completion of the initial Business Combination[173]. Financial Performance - As of December 31, 2024, the company reported a net income of $4,141,371, primarily from $4,675,702 in income from investments held in the Trust Account[157]. - The company has a cash balance of $668,285 held outside the Trust Account as of December 31, 2024, which will be used for operational expenses and identifying target businesses[165]. - The company anticipates primary liquidity requirements of approximately $1.425 million for general working capital and other expenses related to business combinations[168]. - The company does not anticipate needing to raise additional funds after the current offering to meet operational expenditures[170]. Operational Status - The company has not engaged in any operations or generated revenues to date, with future income expected only after completing an initial business combination[156]. - The company has not conducted any operations to date, resulting in no quarterly operating data included in the financial statements[171]. - The company may need additional financing to complete the initial business combination or due to significant public share redemptions[170]. Expenses and Financial Obligations - The company expects to incur increased expenses as a public company, including legal, financial reporting, and due diligence costs, following the IPO[156]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for office space and administrative support starting from August 8, 2024[172]. - The company may use funds not placed in trust for commitment fees or consultant fees related to target business searches[169]. Risks and Uncertainties - The company may face adverse impacts on its operations from economic uncertainties, including inflation and geopolitical instability[158]. - Management's estimates and assumptions could lead to material differences in reported financial results[174]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[175]. - There are no critical accounting estimates disclosed as of December 31, 2024[174]. - As of December 31, 2024, the company did not have any off-balance sheet arrangements or commitments[171].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on August 8, 2024, raising gross proceeds of $253 million from the sale of 25,300,000 Units, including an over-allotment option of 3,000,000 Units [124]. - The private placement associated with the IPO generated an additional $7.67 million, with 7,665,000 units sold at $1 per unit, entitling holders to one Class A ordinary share and one-half of one redeemable warrant [124]. - The total net proceeds from the IPO and private placement, after deducting offering expenses, amounted to $255,091,610, with $254,265,000 deposited into the Trust Account [133]. - The underwriters are entitled to a deferred underwriting commission of $12,045,000 upon the completion of the initial business combination [145]. Financial Performance - As of September 30, 2024, the company reported a net income of $1,321,694 for the three months and $1,218,846 for the nine months, primarily due to an unrealized gain of $1,830,655 on investments held in the Trust Account [127]. - The company has not engaged in any operations or generated revenues to date, with future income expected to come from interest on cash and cash equivalents after the IPO [126]. - The company has not conducted any operations to date, and therefore no unaudited quarterly operating data is included in the financial statements [143]. Liquidity and Capital Management - As of September 30, 2024, the company had a cash balance of $757,895 outside the Trust Account, with additional loan facilities available from the sponsor for working capital [136]. - The company expects primary liquidity requirements to include approximately $1,425,000 for general working capital, $400,000 for director and officer's liability insurance, and $320,000 for administrative services [140]. - The company has not borrowed any amounts under the promissory note with the sponsor as of September 30, 2024, indicating sufficient liquidity prior to the IPO [132]. - The company does not anticipate needing to raise additional funds following the offering to meet operational expenditures, but may require additional financing for business combinations if actual costs exceed estimates [142]. Trust Account and Investment Strategy - The funds in the Trust Account are invested in U.S. government treasury bills or money market funds, intended to facilitate the initial business combination [134]. - The company expects to use substantially all funds in the Trust Account to complete its initial business combination, with remaining proceeds allocated for working capital and operational financing [135]. - The company may use a portion of funds not placed in trust for commitment fees or to fund a "no-shop" provision for a proposed business combination [141]. Operational and Administrative Costs - The company anticipates increased expenses post-IPO due to public company obligations, including legal and financial reporting costs [126]. - The company has incurred fees related to office space and administrative support since August 8, 2024, which will continue until the completion of the business combination or liquidation [144]. - As of September 30, 2024, the company had no off-balance sheet arrangements or long-term liabilities, except for a monthly payment of $30,000 for office space and administrative support [143][144]. Accounting and Reporting - There are no critical accounting estimates disclosed as of September 30, 2024, indicating a straightforward financial position [146]. - The company has no long-term debt or capital lease obligations, maintaining a clean balance sheet [144]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [148].