Voyager Acquisition Corp.(VACH) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents unaudited interim financial statements and management's discussion and analysis for Voyager Acquisition Corp Item 1. Interim Financial Statements This section presents Voyager Acquisition Corp.'s unaudited condensed financial statements and explanatory notes Condensed Balance Sheets 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 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 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 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 This section provides detailed explanations supporting the condensed financial statements, covering policies and transactions NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 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] - 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] - 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] - Simultaneously with the IPO, a private sale of 7,665,000 warrants generated $7,665,000 in gross proceeds[32] - 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] - 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] - 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] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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] - The company is an 'emerging growth company' and has elected the extended transition period for complying with new or revised financial accounting standards[49][50] - 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][55] - No income taxation is imposed by the Cayman Islands government, so income taxes are not reflected in the financial statements[59] - Public and Private Placement Warrants are classified as equity-classified instruments[61] - Class A ordinary shares subject to redemption are classified as temporary equity, presented at redemption value outside of shareholders' deficit[63] NOTE 3. INITIAL PUBLIC OFFERING 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] - Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant[70] NOTE 4. PRIVATE PLACEMENT 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] - The Sponsor purchased 5,037,500 warrants, and Cantor Fitzgerald & Co. and Odeon Capital Group LLC purchased 2,627,500 warrants[71] - Private Placement Warrants will expire worthless if a Business Combination is not completed within the Combination Period[72] NOTE 5. SEGMENT INFORMATION 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] - The CODM reviews overall operating results, including general and administrative expenses and Trust Account investments, to manage resources and assess financial performance[77][78] NOTE 6. RELATED PARTY TRANSACTIONS 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] - The Company pays the Sponsor $10,000 per month for administrative services, incurring $30,000 for the three months ended June 30, 2025[87] - 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] - The amount due from the Sponsor for covered costs was $199,354 as of June 30, 2025[90] - The Sponsor or affiliates may provide Working Capital Loans, convertible into warrants, but no borrowings have occurred to date[91] NOTE 7. COMMITMENTS AND CONTINGENCIES 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] - Underwriters fully exercised their over-allotment option on August 12, 2024[93] - A deferred underwriting commission of $12,045,000 is payable to the underwriters upon completion of a Business Combination[94] - 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] NOTE 8. SHAREHOLDERS' DEFICIT 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] - 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] - 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] - 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] - 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] NOTE 9. SUBSEQUENT EVENTS 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition and results, focusing on SPAC status, business combination, liquidity, and accounting estimates Cautionary Note Regarding Forward-Looking Statements 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] - Actual results could differ materially from those contemplated by the forward-looking statements[121] - The Company is under no duty to update any forward-looking statements after the completion of this report[10] 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] - 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] - Incurring significant indebtedness could lead to default, acceleration of obligations, inability to obtain additional financing, and limitations on financial flexibility[124][127] - If the initial business combination is not completed within the completion window, the company will cease operations, redeem public shares, and liquidate[125] - 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][126][128] Recent Developments 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] - 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] - Simultaneously, a private placement of 7,665,000 warrants generated $7,665,000[130] - Following the IPO, $254,265,000 from the net proceeds was placed in the Trust Account[131] Business Combination 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] - 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] - The Business Combination Agreement was approved by the boards of directors of both Voyager and Veraxa[133] Results of Operations and Known Trends or Future Events 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] | 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] Factors That May Adversely Affect our Results of Operations 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] Liquidity and Capital Resources 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][140] - 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][143] - As of June 30, 2025, the Company had a cash balance of $92,494 held outside the Trust Account[146] - 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] - 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] - 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] Off-Balance Sheet Arrangements 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] Contractual Obligations 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] - An agreement to pay $10,000 per month to the Sponsor for office space and administrative support[153] - Underwriters are entitled to a deferred underwriting commission of $12,045,000 upon the completion of the initial Business Combination[154] Critical Accounting Estimates 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] - 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] Fair Value Measurements 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][118] - Public and private warrants were valued using a Monte Carlo simulation model and classified within shareholders' deficit, with no further remeasurement after issuance[116] | 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Evaluation of Disclosure Controls and Procedures 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] - Disclosure controls and procedures provide reasonable, not absolute, assurance[160] - 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] PART II - OTHER INFORMATION This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings The company reported no legal proceedings - No legal proceedings were reported[164] Item 1A. Risk Factors 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] - For additional risks, refer to the 'Risk Factors' section of the Prospectus dated August 8, 2024[164] - There have been no material changes to the risk factors during fiscal 2025[164] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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][166][167] - A private placement of 7,665,000 warrants was consummated at $1.00 per warrant, generating gross proceeds of $7,665,000[165][167] - A total of $254,265,000, including $12,045,000 of deferred underwriting discount, was placed in a U.S.-based Trust Account[168] - There has been no material change in the planned use of proceeds from the IPO and Private Placement[169] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - No defaults upon senior securities were reported[170] Item 4. Mine Safety Disclosure This item is not applicable to the company - Mine Safety Disclosure is not applicable to the Company[170] Item 5. Other Information No other information is reported under this item - No other information was reported[171] Item 6. Exhibits 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] - Various Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File) are also included[172] PART III - SIGNATURES This section contains the official signatures of the company's CEO and CFO, certifying the report 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]