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].