Core Points - Voyager Acquisition Corporation has successfully approved the business combination with VERAXA Biotech AG, which is expected to trade on Nasdaq under the new symbol "VRXA" after closing [1][3] - A significant redemption of approximately 99.67% of the total Class A shares outstanding occurred, with 25,217,315 Class A shares submitted for redemption, leaving approximately $885,556 in the trust account post-redemption [1] - Following the completion of the business combination, 82,685 Class A shares will convert into shares of the combined entity, Veraxa Biotech Holding AG [1] Company Overview - Voyager Acquisition Corporation is a special purpose acquisition company focused on revolutionizing the healthcare sector through mergers and business combinations, supported by a team with extensive expertise in investing and medical innovation [6] - VERAXA Biotech AG is dedicated to developing next-generation antibody-based therapeutics, including bispecific ADCs and T cell engagers, leveraging transformative technologies and quality-by-design principles [4]

Core Viewpoint - Voyager Acquisition Corporation announced that holders of 25,217,315 Class A ordinary shares redeemed approximately 99.67% of the total Class A shares outstanding in connection with the completion of its business combination with VERAXA Biotech AG, leaving approximately $885,556 in the trust account and converting 82,685 Class A shares into shares of VERAXA Biotech Holding AG [1] Group 1: Business Combination Details - The Business Combination Agreement between Voyager and VERAXA was entered into on April 22, 2025, and upon closing, the combined company is expected to be publicly traded on NASDAQ under the symbol "VRXA" [2] - Following the completion of the Business Combination, the majority of Class A shares were redeemed, indicating a significant shareholder exit prior to the merger [1] Group 2: Company Profiles - VERAXA Biotech AG focuses on the discovery and development of next-generation antibody-based therapeutics, including bispecific ADCs and T cell engagers, leveraging transformative technologies and quality-by-design principles [3] - Voyager Acquisition Corporation is a special purpose acquisition company aiming to revolutionize the healthcare sector through strategic mergers and business combinations, supported by a team with extensive expertise in investing and medical innovation [5]

Financial Performance - As of December 31, 2025, the company reported a net income of $8,989,141, an increase from $4,141,371 in 2024, primarily driven by interest income from investments held in the Trust Account, which amounted to $10,762,965 in 2025 compared to $4,675,702 in 2024[158]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[157]. Initial Public Offering - The company completed its Initial Public Offering on August 8, 2024, raising gross proceeds of $253,000,000 from the sale of 25,300,000 Units, including an over-allotment option[161]. - The company incurred approximately $1,173,390 in offering expenses and $4,400,000 in underwriting commissions during the IPO process[164]. Trust Account and Funds - The Trust Account held $269,862,743 in a money market fund as of December 31, 2025, up from $259,099,778 in U.S. Treasury bills as of December 31, 2024[165]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with expectations that interest earned will cover tax obligations[167]. - The company has a cash balance of $182,103 held outside the Trust Account as of December 31, 2025, and has access to loan facilities from the sponsor for working capital[168]. Business Combination and Risks - The company has entered into agreements with initial shareholders to waive rights to liquidating distributions from the Trust Account if the initial business combination is not completed within the specified timeframe[151]. - The SEC's 2024 SPAC Rules, effective July 1, 2024, may materially affect the company's ability to negotiate and complete its initial business combination[152]. - The Company's mandatory liquidation date is August 12, 2026, raising substantial doubt about its ability to continue as a going concern if a business combination does not occur[172]. - There is no assurance that the proposed business combination will be completed or that additional financing will be available on acceptable terms[173]. Liabilities and Financial Obligations - The Company has no long-term debt or significant liabilities, except for an agreement to pay $10,000 per month for office space and administrative support[175]. - A deferred underwriting commission of $12,045,000 is due upon the completion of the initial business combination[176]. - The Sponsor has agreed to provide working capital loans if necessary to fund operations, and has waived certain future administrative fees[173]. Compliance and Reporting - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[157]. - The Company has not disclosed any critical accounting estimates as of December 31, 2025[177]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[178].

Core Viewpoint - VERAXA Biotech AG has received shareholder approval for its merger with Veraxa Biotech Holding AG and the issuance of new shares, marking a significant step towards the completion of the business combination with Voyager Acquisition Corp [1][3]. Group 1: Merger Details - The merger will be executed as an absorption merger, with Veraxa Biotech Holding AG acquiring VERAXA and changing its name to Veraxa Biotech AG [2]. - An ordinary capital increase of up to CHF 223,400.00 was approved, allowing for the issuance of shares to Voyager's shareholders as part of the business combination [2]. Group 2: Management and Operations - VERAXA will continue to operate under its current management team, led by CEO Christoph Antz, ensuring continuity in leadership during the transition [2][3]. - The company aims to address the increasing demand for safer and more effective cancer therapies, focusing on antibody-drug conjugates and bispecific T cell engagers [3]. Group 3: Future Trading and Listing - Following the merger, the combined entity is expected to trade on NASDAQ under the symbol "VRXA," pending approval from Voyager's shareholders [3][4]. - The business combination agreement was finalized on April 22, 2025, with the expectation of becoming a publicly traded company upon closing [4].

IPO and Offering Details - 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[132]. - The company incurred offering expenses of approximately $1,173,390 and underwriting commissions of $4,400,000 during the IPO[144]. - The underwriters are entitled to a deferred underwriting commission of $12,045,000 upon the completion of the initial Business Combination[156]. Financial Performance - The company generated a net income of $2,358,611 for the three months ended September 30, 2025, compared to $1,321,694 for the same period in 2024, primarily from $2,763,576 in income from investments held in the Trust Account[137]. - For the nine months ended September 30, 2025, the company reported a net income of $7,283,753, significantly up from $1,218,846 in the same period in 2024, with $8,195,502 from investments held in the Trust Account[138]. Trust Account and Liquidity - As of September 30, 2025, the Trust Account held $267,284,310 in a money market fund, an increase from $259,099,778 held in U.S. Treasury bills as of December 31, 2024[145]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with potential withdrawals for income taxes[147]. - As of September 30, 2025, the Company had a cash balance of $252,350 held outside the trust account[148]. - The Company expects primary liquidity requirements to include approximately $1,425,000 for general working capital and other expenses[151]. Business Operations and Future Plans - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and preparations for the IPO and initial business combination[136]. - The company has entered into a Business Combination Agreement with Veraxa Biotech AG, outlining a two-step transaction for the merger[134][135]. - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs[136]. - The Company does not anticipate needing to raise additional funds prior to the initial Business Combination, but may require additional financing if costs exceed estimates[153]. Debt and Financial Obligations - The Company does not have any long-term debt or significant contractual obligations, except for an agreement to pay $10,000 per month for office space and support services[155]. - The Company has not borrowed any amounts under its promissory note with the sponsor as of September 30, 2025[142]. - Up to $1,500,000 of loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender[150]. - The Company has no off-balance sheet arrangements or commitments as of September 30, 2025[154]. Financial Reporting and Valuation - The preparation of financial statements involves significant judgment and estimates, which could lead to material differences from actual results[157]. - The Company's warrants were recorded at fair value using a Monte Carlo simulation model, with key assumptions affecting the valuation[158]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[159].

Core Insights - Class Action Attorney Juan Monteverde and Monteverde & Associates PC are investigating multiple mergers involving various companies, highlighting their commitment to shareholder rights and recovery of funds [1][2][6]. Company Investigations - Cartica Acquisition Corp. is under investigation related to its merger with Nidar Infrastructure Ltd., with a pre-transaction equity value of approximately $2.75 billion [1]. - Lifeloc Technologies, Inc. is involved in a merger with Electronic Systems Technology, Inc., where shares will be exchanged based on a specified ratio [2]. - Voyager Acquisition Corp. is merging with Veraxa Biotech AG, resulting in the cancellation of existing shares and exchange for shares in the combined entity [2]. - Eastern Michigan Financial Corporation is merging with Mercantile Bank Corporation, with each share converting to $32.32 in cash and 0.7116 shares of Mercantile common stock [2]. Legal Firm Background - Monteverde & Associates PC is recognized as a national class action securities firm with a successful track record in recovering funds for shareholders, operating from the Empire State Building [3].

[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]