Announcement • May 17
Voyager Acquisition Corp. announced delayed 10-Q filing On 05/15/2026, Voyager Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 25
Veraxa Biotech AG entered into a definitive business combination agreement to acquire Voyager Acquisition Corp. (NasdaqGM:VACH) from Voyager Acquisition Sponsor Holdco LLC and others for approximately $1.4 billion in a reverse merger transaction. Veraxa Biotech AG entered into a definitive business combination agreement to acquire Voyager Acquisition Corp. (NasdaqGM:VACH) from Voyager Acquisition Sponsor Holdco LLC and others for approximately $1.4 billion in a reverse merger transaction on April 22, 2025. Under the terms of the Business Combination Agreement, VERAXA’s equity value contribution into the Business Combination will amount to approximately $1.3 billion. Accordingly, VERAXA’s shareholders will receive approximately 130 million ordinary shares of the combined company in exchange for their existing VERAXA shares. Existing VERAXA shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their equity into the combined company. In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each issued and outstanding ordinary share in the Company will be cancelled and exchanged for the fraction of a PubCo Class A ordinary share equal to the Exchange Ratio (as defined in the Business Combination Agreement); (ii) (x) each issued and outstanding SPAC Unit will be automatically detached and the holder will be deemed to hold one SPAC Class A ordinary share and one-half of a SPAC warrant and (y) each issued and outstanding SPAC Class A ordinary share and SPAC Class B ordinary share will be cancelled and exchanged for one PubCo Class A ordinary share; and (iii) each issued and outstanding whole SPAC warrant will be converted into a whole warrant to purchase one PubCo Class A ordinary share. In addition to the consideration described above, the Company Shareholders shall have the right to receive an aggregate of up to 5,000,000 PubCo Class A Ordinary Shares (the “Earnout Shares”) during each of the three fiscal years after the Closing Date in accordance with Section 2.8 of the Business Combination Agreement and applicable Swiss Law. Post acquiistion completion, VERAXA Biotech shareholders will own 79.2% stake, SPAC shareholders will own 15.4%, sponsor shares will be 3.9% and PIPE shareholders will own 1.5%. In the event that the Business Combination Agreement is terminated by SPAC pursuant to Section 10.1(g) or Section 10.1(i) of the Business Combination Agreement, the Company shall pay to SPAC a termination fee of $12,500,000 within five (5) Business Days following such termination; provided, that to the extent the Business Combination Agreement is terminated and (i) it is concurrently or subsequently discovered by SPAC or that the Company breached Section 6.3 of the Business Combination Agreement prior to any such termination or enters into any written agreement to participate in an alternative transaction, then in addition any termination fee payment owing to SPAC, the Company shall pay to SPAC the greater of (A) $12,500,000 and (B) 1% of the enterprise value of such alternate transaction.
The boards of directors of both Voyager and VERAXA have unanimously approved the Business Combination. The transaction is subject to approval of Voyager’s and VERAXA’s shareholders and the satisfaction of certain other customary closing conditions, including but not limited to, (i) the Registration Statement has become effective, PubCo’s listing application with Nasdaq is approved and, the PubCo Class A ordinary shares to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, subject to official notice of issuance, the absence of a legal prohibition on consummating the transaction, compliance by Sponsor with certain provisions in the Sponsor Support Agreement, compliance by the Company Shareholders with certain provisions in the Shareholder Support Agreement and the delivery of customary certificates and ancillary agreements. Voyager and VERAXA expect the Business Combination to close in the fourth quarter of 2025.
Anne Martina Group acted as financial advisor and Andrew Tucker of Duane Morris LLP acted as legal advisor for Veraxa Biotech AG. Michael J. Blankenship of Winston & Strawn LLP acted as legal advisor for Voyager Acquisition Corp. Claudio Bazzi of Bratschi AG acted as legal advisor to Voyager Acquisition. 
