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Voyager Acquisition Corp. received an updated large-holder report showing that investment firms managed by LMR collectively beneficially own 1,042,000 Class A Ordinary Shares. As of December 31, 2025, this stake represents about 4.1% of the company’s outstanding Class A shares.
The shares are held through LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd, each directly owning 521,000 Class A shares. Each fund also holds warrants to purchase 544,500 additional Class A shares at an exercise price of $11.50, exercisable after Voyager completes its initial business combination.
LMR reports shared voting and dispositive power over all 1,042,000 shares, with no sole voting or dispositive power. The percentage ownership is based on 25,300,000 Class A shares outstanding as of November 14, 2025, as reported in Voyager’s Form 10-Q.
Voyager Acquisition Corp. received an amended Schedule 13G/A from several First Trust entities reporting significant stakes in its Class A Ordinary Shares. As of December 31, 2025, First Trust Merger Arbitrage Fund (VARBX) beneficially owned 1,808,801 shares, representing 7.15% of the class.
First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC were each reported as beneficial owners of 2,085,947 shares, or 8.24% of the class, with sole voting and dispositive power and no shared authority. The shares are held in client accounts, and the filers state they acquired and hold them in the ordinary course of business, not to change or influence control of the company.
Voyager Acquisition Corp. and Veraxa Biotech AG are moving forward with a cross-border business combination that will create a Swiss holding company, Veraxa Biotech Holding AG (PubCo), listed on Nasdaq. The transaction occurs in two steps: first, Voyager merges into a Cayman merger subsidiary owned by PubCo, then Veraxa Biotech AG merges into PubCo.
Assuming no redemptions, 25,300,000 SPAC Class A and 6,325,000 Class B Ordinary Shares will convert into the same number of PubCo Ordinary Shares, and 14,182,189 Veraxa shares will convert into 130,000,000 PubCo Ordinary Shares. Veraxa shareholders may earn up to 5,000,000 additional PubCo shares in each of the three fiscal years after closing as earnout consideration.
Under the no‑redemption scenario, PubCo ownership is expected to be about 15.7% SPAC public shareholders, 3.7% initial SPAC shareholders and 80.6% Veraxa shareholders, shifting to as much as 95.5% Veraxa shareholders if all SPAC public shares are redeemed. Voyager’s trust holds approximately ₣210.6 million, and Veraxa has arranged a $27.5 million senior secured note (issued at an 87.5% discount for about $24.2 million in cash). SPAC shareholders can redeem their public shares for cash and are being asked to approve the business combination, related mergers, an amendment removing the $5,000,001 net tangible asset condition, governance changes and a possible meeting adjournment.
W. R. Berkley Corporation, through its subsidiary Berkley Insurance Company, reports beneficial ownership of 1,800,824 Class A ordinary shares of Voyager Acquisition Corp., equal to 7.1% of the class as of 12/31/2025.
The reporting persons have shared voting and dispositive power over all 1,800,824 shares and no sole voting or dispositive power. They state the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Voyager Acquisition Corp.
Voyager Acquisition Corp. updated its planned merger with Veraxa Biotech AG, increasing the aggregate merger consideration to $1,350,000,000 from $1,300,000,000. This raises the implied value of the combined business for Veraxa’s shareholders.
Veraxa agreed to waive a condition to let Voyager seek shareholder approval to amend its charter to remove the $5,000,001 net tangible asset requirement, a common SPAC closing constraint. In a separate sponsor agreement change, Voyager’s sponsor will forfeit 200,000 Class B ordinary shares and 400,000 SPAC warrants, with an equivalent number of PubCo ordinary shares and warrants to be issued instead to Veraxa shareholders at closing.
Voyager Acquisition Corp. updated the terms of its planned merger with Veraxa Biotech AG. The parties signed a Second Amendment to their Business Combination Agreement, increasing the aggregate merger consideration to
Veraxa agreed to waive a condition in the existing agreement so Voyager can ask its shareholders to amend its charter to remove a net tangible asset requirement of
Separately, Voyager’s sponsor agreed in a First Amendment to the Sponsor Support Agreement that, at closing, it will forfeit for cancellation 200,000 Class B ordinary shares and 400,000 SPAC warrants for no consideration. An equivalent number of PubCo ordinary shares and PubCo warrants will instead be issued to Veraxa shareholders, modestly shifting economics toward the target’s owners.
Voyager Acquisition Corp. reported net income of $7.3 million for the nine months ended September 30, 2025, mainly from $8.2 million of income on investments in its $267.3 million trust account, while general and administrative expenses were $0.9 million. The SPAC completed its August 2024 IPO of 25,300,000 units at $10.00 each, plus a $7.7 million private warrant placement, and now holds essentially all assets in a money market fund within the trust. On April 22, 2025, Voyager signed a Business Combination Agreement with Veraxa Biotech AG using a Swiss “PubCo” and Cayman Merger Sub in a two-step merger structure. As of September 30, 2025, cash outside the trust was $252,350 with a working capital deficit of about $0.2 million, and management highlighted substantial doubt about the company’s ability to continue as a going concern given its August 12, 2026 mandatory liquidation deadline if no business combination is completed.
Voyager Acquisition Corp. (VACH) amended its Business Combination Agreement with Veraxa Biotech AG and the shareholders’ representative. The amendment extends the Agreement End Date to August 7, 2026 and revises termination terms to eliminate the Company’s obligation to pay the SPAC Termination Fee for a termination under Section 10.1(i).
The update preserves the proposed deal while giving the parties more time to complete the transaction. The amendment is filed as Exhibit 2.1 and is incorporated by reference.
Voyager Acquisition Corp. (VACH) amended its Business Combination Agreement with Veraxa Biotech AG. The amendment, signed on October 18, 2025, extends the Agreement End Date to August 7, 2026 and revises termination terms to eliminate the Company’s obligation to pay the SPAC Termination Fee in the specific termination scenario referenced in Section 10.1(i).
The update preserves the proposed combination’s pathway while adjusting timing and fee exposure. The company also reiterated standard forward‑looking statement cautions and noted that PubCo intends to file a Form F‑4 registration statement to solicit shareholder approval for the transaction.