[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents unaudited interim financial statements and management's discussion and analysis for Voyager Acquisition Corp [Item 1. Interim Financial Statements](index=5&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents Voyager Acquisition Corp.'s unaudited condensed financial statements and explanatory notes [Condensed Balance Sheets](index=6&type=section&id=Condensed%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :----------------------------------- | :-------------------------- | :------------------ | | Cash | $92,494 | $668,285 | | Due from sponsor | $199,354 | $44,028 | | Total current assets | $303,385 | $712,313 | | Investments and cash held in Trust Account | $264,520,734 | $259,099,778 | | Total Assets | $264,824,119 | $259,812,091 | | Total current liabilities | $125,854 | $38,967 | | Deferred underwriting commissions | $12,045,000 | $12,045,000 | | Total Liabilities | $12,170,854 | $12,083,967 | | Class A ordinary shares subject to possible redemption | $264,520,734 | $259,099,778 | | Total shareholders' deficit | $(11,867,469) | $(11,371,654) | [Condensed Statements of Operations](index=7&type=section&id=Condensed%20Statements%20of%20Operations) This section details the company's financial performance, including revenues, expenses, and net income or loss | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative expenses | $240,935 | $50,808 | $505,945 | $102,848 | | Loss from operations | $(240,935) | $(50,808) | $(505,945) | $(102,848) | | Income from investments held in Trust Account | $2,729,348 | $- | $5,420,956 | $- | | Net income (loss) | $2,491,996 | $(50,808) | $4,925,141 | $(102,848) | | Basic and diluted net income (loss) per ordinary share, Class A Redeemable ordinary shares | $0.08 | $- | $0.16 | $- | | Basic net income (loss) per ordinary share, Class B ordinary shares | $0.08 | $(0.01) | $0.16 | $(0.02) | [Condensed Statements of Changes in Shareholders' Deficit](index=8&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This section outlines changes in shareholders' deficit, reflecting net income and redemption adjustments | Metric | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :------------------------------------------------- | :------------------ | :--------------- | :-------------- | | Total Shareholders' Deficit | $(11,371,654) | $(11,630,117) | $(11,867,469) | | Accretion for Class A ordinary shares subject to redemption amount (Q1 2025) | | $(2,691,608) | | | Net income (Q1 2025) | | $2,433,145 | | | Accretion for Class A ordinary shares subject to redemption amount (Q2 2025) | | | $(2,729,348) | | Net income (Q2 2025) | | | $2,491,996 | [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section presents cash flows from operating, investing, and financing activities over specific periods | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $4,925,141 | $(102,848) | | Income from investments held in trust account | $(5,420,956) | $- | | Net cash used in operating activities | $(575,791) | $- | | Net cash provided by financing activities | $- | $25,000 | | Net (decrease) increase in cash | $(575,791) | $25,000 | | Cash – end of the period | $92,494 | $25,000 | [Notes to the Condensed Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) This section provides detailed explanations supporting the condensed financial statements, covering policies and transactions [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=10&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes Voyager Acquisition Corp.'s formation as a SPAC, its IPO, private placement, and business combination timeline - Voyager Acquisition Corp. is a blank check company (SPAC) incorporated in the Cayman Islands on **December 19, 2023**, for the purpose of effecting a business combination[29](index=29&type=chunk) - The company has not yet commenced operations and generates non-operating income from interest on cash and cash equivalents from its Initial Public Offering (IPO) proceeds[30](index=30&type=chunk) - The IPO was declared effective on **August 8, 2024**, involving **25,300,000 units** at **$10.00 per unit**, generating gross proceeds of **$253,000,000**[31](index=31&type=chunk) - Simultaneously with the IPO, a private sale of **7,665,000 warrants** generated **$7,665,000** in gross proceeds[32](index=32&type=chunk) - As of **August 12, 2024**, **$254,265,000** of net proceeds were placed in a Trust Account, invested in U.S. government treasury obligations or money market funds[34](index=34&type=chunk) - The company must complete a business combination with a fair market value of at least **80%** of the net assets held in the Trust Account[35](index=35&type=chunk) - The mandatory liquidation date, absent a consummated business combination, is **August 12, 2026**, which raises substantial doubt about the Company's ability to continue as a going concern[44](index=44&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines key accounting principles applied in preparing financial statements, including GAAP and asset classification - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC Form 10-Q[46](index=46&type=chunk) - The company is an 'emerging growth company' and has elected the extended transition period for complying with new or revised financial accounting standards[49](index=49&type=chunk)[50](index=50&type=chunk) - Investments held in the Trust Account are classified as held-to-maturity, recorded at amortized cost. As of **June 30, 2025**, assets were in money market funds; as of **December 31, 2024**, in U.S. Treasury bills[54](index=54&type=chunk)[55](index=55&type=chunk) - No income taxation is imposed by the Cayman Islands government, so income taxes are not reflected in the financial statements[59](index=59&type=chunk) - Public and Private Placement Warrants are classified as equity-classified instruments[61](index=61&type=chunk) - Class A ordinary shares subject to redemption are classified as temporary equity, presented at redemption value outside of shareholders' deficit[63](index=63&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=18&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of the company's Initial Public Offering, including units sold and composition - The Company sold **25,300,000 Units**, including the underwriters' over-allotment option, at **$10.00 per Unit**, generating gross proceeds of **$253,000,000**[70](index=70&type=chunk) - Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant[70](index=70&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants, including number sold, proceeds, and purchasers - The Company consummated a private placement of **7,665,000 warrants** at **$1.00 per warrant**, generating total proceeds of **$7,665,000**[71](index=71&type=chunk) - The Sponsor purchased **5,037,500 warrants**, and Cantor Fitzgerald & Co. and Odeon Capital Group LLC purchased **2,627,500 warrants**[71](index=71&type=chunk) - Private Placement Warrants will expire worthless if a Business Combination is not completed within the Combination Period[72](index=72&type=chunk) [NOTE 5. SEGMENT INFORMATION](index=18&type=section&id=NOTE%205.%20SEGMENT%20INFORMATION) This note clarifies the company operates as a single reportable segment, with the CEO as Chief Operating Decision Maker - The Company operates as a **single reportable segment**, with the Chief Executive Officer identified as the Chief Operating Decision Maker (CODM)[75](index=75&type=chunk) - The CODM reviews overall operating results, including general and administrative expenses and Trust Account investments, to manage resources and assess financial performance[77](index=77&type=chunk)[78](index=78&type=chunk) [NOTE 6. RELATED PARTY TRANSACTIONS](index=19&type=section&id=NOTE%206.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions with related parties, including founder shares, administrative fees, and Sponsor loans - As of **June 30, 2025**, and **December 31, 2024**, there were **6,325,000 Class B ordinary shares** (Founder Shares) issued and outstanding after various issuances and forfeitures in 2024[85](index=85&type=chunk) - The Company pays the Sponsor **$10,000 per month** for administrative services, incurring **$30,000** for the three months ended **June 30, 2025**[87](index=87&type=chunk) - A monthly fee of **$15,000** is paid to an entity affiliated with the CEO for consulting services, totaling **$45,000** for the three months ended **June 30, 2025**[88](index=88&type=chunk) - The amount due from the Sponsor for covered costs was **$199,354** as of **June 30, 2025**[90](index=90&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, convertible into warrants, but no borrowings have occurred to date[91](index=91&type=chunk) [NOTE 7. COMMITMENTS AND CONTINGENCIES](index=21&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines contractual commitments, deferred underwriting commissions, and potential impacts of global events - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants are entitled to registration rights[92](index=92&type=chunk) - Underwriters fully exercised their over-allotment option on **August 12, 2024**[93](index=93&type=chunk) - A deferred underwriting commission of **$12,045,000** is payable to the underwriters upon completion of a Business Combination[94](index=94&type=chunk) - Management is evaluating the potential negative impact of global events (e.g., Russia/Ukraine, Israel/Palestine conflicts) on the Company's financial position and ability to complete a business combination, though the specific impact is not readily determinable[95](index=95&type=chunk) [NOTE 8. SHAREHOLDERS' DEFICIT](index=22&type=section&id=NOTE%208.%20SHAREHOLDERS'%20DEFICIT) This note details authorized and outstanding share capital, including preference shares, ordinary shares, and warrants - The Company is authorized to issue **1,000,000 preference shares**, but none are issued or outstanding[96](index=96&type=chunk) - **200,000,000 Class A ordinary shares** are authorized; none are issued or outstanding as of **June 30, 2025**, excluding **25,300,000 shares** subject to redemption[97](index=97&type=chunk) - **20,000,000 Class B ordinary shares** are authorized; **6,325,000 shares** were issued and outstanding as of **June 30, 2025**, and **December 31, 2024**[103](index=103&type=chunk) - Class B ordinary shares will automatically convert into Class A ordinary shares on a **one-for-one basis** upon the initial Business Combination, subject to adjustments[105](index=105&type=chunk) - As of **June 30, 2025**, and **December 31, 2024**, there were **12,650,000 Public Warrants** and **7,665,000 Private Placement Warrants** outstanding[106](index=106&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=26&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) This note confirms no events requiring adjustment or disclosure were identified after the reporting period - The Company evaluated subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure[120](index=120&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, focusing on SPAC status, business combination, liquidity, and accounting estimates [Cautionary Note Regarding Forward-Looking Statements](index=27&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises that the report contains forward-looking statements subject to risks, with no duty to update - The report contains forward-looking statements, identified by words such as 'believe,' 'may,' 'will,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'expect,' which are subject to risks, uncertainties, and assumptions[121](index=121&type=chunk) - Actual results could differ materially from those contemplated by the forward-looking statements[121](index=121&type=chunk) - The Company is under no duty to update any forward-looking statements after the completion of this report[10](index=10&type=chunk) [Overview](index=27&type=section&id=Overview) This section describes Voyager Acquisition Corp. as a SPAC, outlining potential dilution, indebtedness, and liquidation risks - Voyager Acquisition Corp. is a blank check company formed to effect a business combination, intending to use cash from its offering, shares, debt, or a combination thereof[123](index=123&type=chunk) - Issuing additional ordinary or preferred shares in a business combination may significantly dilute existing equity interests, subordinate rights, or cause a change of control[124](index=124&type=chunk) - Incurring significant indebtedness could lead to default, acceleration of obligations, inability to obtain additional financing, and limitations on financial flexibility[124](index=124&type=chunk)[127](index=127&type=chunk) - If the initial business combination is not completed within the completion window, the company will cease operations, redeem public shares, and liquidate[125](index=125&type=chunk) - The SEC's **2024 SPAC Rules**, effective **July 1, 2024**, require additional disclosures and may materially affect the ability to negotiate and complete an initial Business Combination[125](index=125&type=chunk)[126](index=126&type=chunk)[128](index=128&type=chunk) [Recent Developments](index=29&type=section&id=Recent%20Developments) This section summarizes recent events: IPO effectiveness, gross proceeds from units and private placement, and Trust Account funds - The IPO registration statement was declared effective on **August 8, 2024**[129](index=129&type=chunk) - On **August 8, 2024**, the Company consummated its IPO of **25,300,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$253,000,000**[130](index=130&type=chunk) - Simultaneously, a private placement of **7,665,000 warrants** generated **$7,665,000**[130](index=130&type=chunk) - Following the IPO, **$254,265,000** from the net proceeds was placed in the Trust Account[131](index=131&type=chunk) [Business Combination](index=29&type=section&id=Business%20Combination) This section details the two-step merger agreement with Veraxa Biotech AG, approved by both companies' boards - On **April 22, 2025**, Voyager Acquisition entered into a Business Combination Agreement with Veraxa Biotech AG, a Swiss company[132](index=132&type=chunk) - The agreement outlines a two-step merger: Voyager merges into a Merger Sub (subsidiary of PubCo), and then Veraxa merges into PubCo (a newly formed Swiss public limited company)[133](index=133&type=chunk) - The Business Combination Agreement was approved by the boards of directors of both Voyager and Veraxa[133](index=133&type=chunk) [Results of Operations and Known Trends or Future Events](index=29&type=section&id=Results%20of%20Operations%20and%20Known%20Trends%20or%20Future%20Events) This section reviews financial performance, noting no operating revenues and anticipating increased public company expenses - The Company has not engaged in operations or generated operating revenues to date; all activities relate to formation, IPO, and initial business combination[134](index=134&type=chunk) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $2,491,997 | $(50,808) | $4,925,142 | $(102,848) | | Income from investment held in Trust Account | $2,729,348 | $- | $5,420,956 | $- | - Increased expenses are expected as a public company for legal, financial reporting, accounting, auditing compliance, and due diligence[134](index=134&type=chunk) [Factors That May Adversely Affect our Results of Operations](index=29&type=section&id=Factors%20That%20May%20Adversely%20Affect%20our%20Results%20of%20Operations) This section identifies external factors like market downturns and geopolitical instability that could impact operations - Results of operations and ability to complete an initial Business Combination may be adversely affected by various factors beyond control, including downturns in financial markets, economic conditions, inflation, interest rate increases, supply chain disruptions, and geopolitical instability (e.g., military conflicts in Ukraine and the Middle East)[137](index=137&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses liquidity sources, Trust Account investments, cash balance, and estimated capital requirements - Prior to the IPO, liquidity was sourced from an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor[138](index=138&type=chunk)[140](index=140&type=chunk) - Following the IPO and private placement, **$254,265,000** was deposited into the Trust Account, which was invested in a money market fund in **March 2025** after liquidating U.S. Treasury bills[142](index=142&type=chunk)[143](index=143&type=chunk) - As of **June 30, 2025**, the Company had a cash balance of **$92,494** held outside the Trust Account[146](index=146&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans (up to **$1.5 million** convertible into warrants) to finance transaction costs, but no borrowings have occurred to date[148](index=148&type=chunk) - Estimated primary liquidity requirements include **$150,000** for business combination expenses, **$150,000** for regulatory reporting, **$56,500** for Nasdaq fees, **$320,000** for administrative services, **$400,000** for D&O insurance, and **$1,425,000** for general working capital[149](index=149&type=chunk) - The Company may need to obtain additional financing to complete its initial business combination or if a significant number of public shares are redeemed[151](index=151&type=chunk) [Off-Balance Sheet Arrangements](index=32&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms no off-balance sheet arrangements as of June 30, 2025 - As of **June 30, 2025**, the Company did not have any off-balance sheet arrangements[152](index=152&type=chunk) [Contractual Obligations](index=32&type=section&id=Contractual%20Obligations) This section outlines contractual obligations, including administrative fees and deferred underwriting commissions - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[153](index=153&type=chunk) - An agreement to pay **$10,000 per month** to the Sponsor for office space and administrative support[153](index=153&type=chunk) - Underwriters are entitled to a deferred underwriting commission of **$12,045,000** upon the completion of the initial Business Combination[154](index=154&type=chunk) [Critical Accounting Estimates](index=32&type=section&id=Critical%20Accounting%20Estimates) This section highlights significant estimates and assumptions in financial statements, especially for warrant fair value - The preparation of financial statements requires management to make significant estimates and assumptions, particularly for fair value measurements[155](index=155&type=chunk) - The Company's warrants, classified as equity, were recorded at fair value as of the IPO date using a Monte Carlo simulation model, involving significant judgment and estimates[156](index=156&type=chunk) [Fair Value Measurements](index=32&type=section&id=Fair%20Value%20Measurements) This section explains ASC 820 application for fair value, including warrant valuation using a Monte Carlo simulation - The Company applies ASC 820, which defines fair value as an exit price and establishes a fair value hierarchy (Level 1, 2, 3) for valuation inputs[115](index=115&type=chunk)[118](index=118&type=chunk) - Public and private warrants were valued using a Monte Carlo simulation model and classified within shareholders' deficit, with no further remeasurement after issuance[116](index=116&type=chunk) | Metric | Public Warrants | | :-------------------------------- | :-------------- | | Probability of Initial Business Combination | 12.3% | | Expected Initial Business Combination date | August 31, 2025 | | Market price of public stock | $9.94 | | Weighted term (years) | 2.13 | | Exercise price | $11.50 | | Volatility | 5.30% | | Risk-free rate | 3.99% | | Fair value at issuance | $1,429,450 | - The fair value of private warrants at issuance was estimated to be **$0.12 per warrant** (issued at **$1.00**)[116](index=116&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Voyager Acquisition Corp. is not required to provide detailed market risk disclosures - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[157](index=157&type=chunk) [Item 4. Evaluation of Disclosure Controls and Procedures](index=33&type=section&id=Item%204.%20Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, with no material changes in internal control over financial reporting - Management, including Certifying Officers, concluded that disclosure controls and procedures were effective at a reasonable assurance level[159](index=159&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance[160](index=160&type=chunk) - There was no change in internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting during the fiscal quarter[161](index=161&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - No legal proceedings were reported[164](index=164&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company refers to its Prospectus for risk factors, with no material changes in 2025 - As a smaller reporting company, the Company is not required to include risk factors in this report[164](index=164&type=chunk) - For additional risks, refer to the 'Risk Factors' section of the Prospectus dated **August 8, 2024**[164](index=164&type=chunk) - There have been no material changes to the risk factors during fiscal **2025**[164](index=164&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details IPO and private placement proceeds, and funds placed in the Trust Account, with no change in planned use - The Initial Public Offering (IPO) involved the sale of **25,300,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$253,000,000**[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) - A private placement of **7,665,000 warrants** was consummated at **$1.00 per warrant**, generating gross proceeds of **$7,665,000**[165](index=165&type=chunk)[167](index=167&type=chunk) - A total of **$254,265,000**, including **$12,045,000** of deferred underwriting discount, was placed in a U.S.-based Trust Account[168](index=168&type=chunk) - There has been no material change in the planned use of proceeds from the IPO and Private Placement[169](index=169&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[170](index=170&type=chunk) [Item 4. Mine Safety Disclosure](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This item is not applicable to the company - Mine Safety Disclosure is not applicable to the Company[170](index=170&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) No other information is reported under this item - No other information was reported[171](index=171&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including executive officer certifications and Inline XBRL documents - Exhibits include certifications from the Principal Executive Officer (31.1) and Principal Financial Officer (31.2, 32.1)[172](index=172&type=chunk) - Various Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File) are also included[172](index=172&type=chunk) [PART III - SIGNATURES](index=36&type=section&id=PART%20III%20-%20SIGNATURES) This section contains the official signatures of the company's CEO and CFO, certifying the report [SIGNATURES](index=36&type=section&id=SIGNATURES) The report was duly signed by the Chief Executive Officer and Chief Financial Officer on August 14, 2025 - The report was signed by Adeel Rouf, Chief Executive Officer, and Alex Rogers, Chief Financial Officer, on **August 14, 2025**[175](index=175&type=chunk)

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]

PART I - FINANCIAL INFORMATION [Item 1. Interim Financial Statements](index=5&type=section&id=Item%201.%20Interim%20Financial%20Statements) Presents unaudited condensed financial statements for **Voyager Acquisition Corp.**, including balance sheets, operations, equity changes, and cash flows, with notes for **Q1 2025** and **FY 2024** [Condensed Balance Sheets](index=6&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Highlights | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :--------------------------------- | :------------------------- | :---------------- | | Cash | $445,492 | $668,285 | | Investments and cash held in Trust Account | $261,791,386 | $259,099,778 | | Total Assets | $262,292,443 | $259,812,091 | | Total Current Liabilities | $86,174 | $38,967 | | Total Liabilities | $12,131,174 | $12,083,967 | | Class A ordinary shares subject to possible redemption | $261,791,386 | $259,099,778 | | Accumulated deficit | $(11,630,750) | $(11,372,287) | | Total shareholders' deficit | $(11,630,117) | $(11,371,654) | [Condensed Statements of Operations (Unaudited)](index=7&type=section&id=Condensed%20Statements%20of%20Operations%20(Unaudited)) Condensed Statements of Operations Highlights | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | General and administrative expenses | $265,009 | $52,040 | | Loss from operations | $(265,009) | $(52,040) | | Interest income | $6,546 | $- | | Income from investments held in Trust Account | $2,691,608 | $- | | Total other income | $2,698,154 | $- | | Net income (loss) | $2,433,145 | $(52,040) | | Basic and diluted net income (loss) per ordinary share, Class A Redeemable ordinary shares | $0.08 | $- | | Basic net income (loss) per ordinary share, Class B ordinary shares | $0.08 | $(0.01) | [Condensed Statements of Changes in Shareholders' Deficit (Unaudited)](index=8&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20(Unaudited)) Changes in Shareholders' Deficit | Metric | Balance – December 31, 2024 | Accretion for Class A ordinary shares subject to redemption amount | Net income | Balance – March 31, 2025 | | :--------------------------------- | :-------------------------- | :------------------------------------------------- | :--------- | :----------------------- | | Total shareholders' deficit | $(11,371,654) | $(2,691,608) | $2,433,145 | $(11,630,117) | - The company's accumulated deficit increased from **$(11,372,287)** at **December 31, 2024**, to **$(11,630,750)** at **March 31, 2025**, primarily due to accretion for **Class A ordinary shares** subject to redemption amount, partially offset by net income[23](index=23&type=chunk) [Condensed Statements of Cash Flows (Unaudited)](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(Unaudited)) Condensed Statements of Cash Flows Highlights | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $2,433,145 | $(52,040) | | Income from investments held in trust account | $(2,691,608) | $- | | Net cash used in operating activities | $(222,793) | $- | | Net cash provided by financing activities | $- | $25,000 | | Net (decrease) increase in cash | $(222,793) | $25,000 | | Cash – end of the period | $445,492 | $25,000 | [Notes to the Condensed Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements%20(Unaudited)) Details condensed financial statements, covering business, accounting policies, **IPO**, related parties, commitments, and subsequent events [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=10&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) **Voyager Acquisition Corp.**, a **blank check company**, completed its **IPO** on **August 8, 2024**, with proceeds largely held in a **Trust Account** for business combinations - **Voyager Acquisition Corp.** is a **blank check company** (SPAC) incorporated on **December 19, 2023**, with the sole purpose of effecting a **business combination**[30](index=30&type=chunk) - The company completed its **Initial Public Offering (IPO)** on **August 8, 2024**, issuing **25,300,000 Units** at **$10.00 per unit**, generating gross proceeds of **$253,000,000**[32](index=32&type=chunk) - Simultaneously with the **IPO**, a **private placement** of **7,665,000 warrants** was completed at **$1.00 per warrant**, generating **$7,665,000** in gross proceeds[33](index=33&type=chunk) - As of **August 12, 2024**, **$254,265,000** of the net proceeds were placed in a **Trust Account**, invested in **U.S. government treasury obligations** or **money market funds**, to be used for a **business combination** or redemption of public shares[35](index=35&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines significant accounting policies including **GAAP**, **emerging growth company status**, **Trust Account investments**, warrants, and **Class A ordinary shares** classification - The company is an **'emerging growth company'** and has elected to use the **extended transition period** for complying with new or revised financial accounting standards, which may affect comparability with other public companies[49](index=49&type=chunk)[50](index=50&type=chunk) - **Investments** held in the **Trust Account** are classified as held-to-maturity and recorded at amortized cost, approximating fair value due to short maturity. As of **March 31, 2025**, these assets (**$261,791,386**) were held in **money market funds**, shifting from **U.S. Treasury bills** as of **December 31, 2024**[54](index=54&type=chunk)[55](index=55&type=chunk) - **Public** and **Private Placement Warrants** are classified as **equity-classified instruments**, not requiring remeasurement after issuance, based on **ASC 815**[61](index=61&type=chunk) Ordinary Shares Subject to Possible Redemption Reconciliation | Item | Amount | | :-------------------------------------------------------------------------- | :----------- | | Public offering proceeds | $253,000,000 | | Less: Proceeds allocated to Public Warrants | $(1,429,450) | | Less: Allocation of offering costs related to redeemable shares | $(16,998,565) | | Plus: Subsequent measurement of ordinary shares subject to possible redemption (income earned on Trust Account) | $24,527,793 | | Ordinary shares subject to possible redemption as of December 31, 2024 | $259,099,778 | | Subsequent measurement of ordinary shares subject to possible redemption (income earned on Trust Account) | $2,691,608 | | Ordinary shares subject to possible redemption as of March 31, 2025 | $261,791,386 | [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The Company completed its **IPO**, selling **25.3 million Units** at **$10.00** each, each unit including one **Class A ordinary share** and half a redeemable warrant - The **IPO** involved the sale of **25,300,000 Units** at **$10.00 per Unit**, generating **$253,000,000** in gross proceeds, including the full exercise of the over-allotment option[69](index=69&type=chunk) - Each Unit consisted of **one Class A ordinary share** and **one-half of one redeemable warrant**, with whole warrants exercisable at **$11.50 per share**[69](index=69&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Simultaneously with the **IPO**, the Company completed a **private placement** of **7.665 million warrants** at **$1.00** each, exercisable at **$11.50 per share** - A **private placement** of **7,665,000 warrants** was completed at **$1.00 per warrant**, generating **$7

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].