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Voyager Acquisition Corp. filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The sole purpose of this amendment is to add Exhibit 97.1, the company’s Policy on Recoupment of Incentive Compensation, which was adopted as of March 10, 2025 and was inadvertently omitted previously.
The company states that no other changes have been made, and the original annual report continues to speak as of, and for, the periods it covers. As context, the aggregate market value of outstanding Class A ordinary shares held by non‑affiliates was $263 million as of June 30, 2025, and there were 25,300,000 Class A ordinary shares and 6,325,000 Class B ordinary shares outstanding as of March 10, 2026.
Voyager Acquisition Corp. held an extraordinary general meeting and its shareholders approved the Business Combination Agreement to effect a multi-step merger with Veraxa Biotech AG and related corporate steps as described in the agreement.
The record date was February 13, 2026; holders representing 21,743,532 Shares (approximately 68.754% of 31,625,000 issued and outstanding Shares) were present in person or by proxy. Shareholders also approved the Initial Merger, an NTA amendment, four non-binding PubCo charter governance proposals, and an adjournment proposal. In connection with the Meeting, holders of 25,217,315 SPAC Class A Ordinary Shares exercised redemption rights; approximately $885,556 will remain in the trust account, subject to further reversal requests.
Voyager Acquisition Corp. shareholders approved its business combination with VERAXA Biotech AG and related merger and charter proposals at a March 12, 2026 meeting. Holders of 25,217,315 Class A shares, representing approximately 99.67% of the Class A shares outstanding, exercised redemption rights. Assuming these elections are not withdrawn, about $885,556 will remain in the trust account and 82,685 Class A shares will convert into shares of the combined company, Veraxa Biotech Holding AG, which is expected to trade on Nasdaq under the symbol VRXA once closing conditions and listing approvals are satisfied.
Voyager Acquisition Corporation announced redemption results tied to its business combination with VERAXA Biotech. Holders of 25,217,315 Class A ordinary shares exercised redemption rights, representing 99.67% of Class A shares outstanding, and those shares will be redeemed for a pro rata portion of the trust account. Assuming redemption elections are not withdrawn, $885,556 will remain in the trust account and 82,685 Class A shares will convert into shares of Veraxa Biotech Holding AG upon effectuation of redemptions. The combined company is expected to trade on NASDAQ under the symbol VRXA.
Voyager Acquisition Corp., a Cayman Islands SPAC listed on Nasdaq (units VACHU, shares VACH, warrants VACHW), filed its annual report for the year ended December 31, 2025. The company raised $253,000,000 in its August 12, 2024 IPO, selling 25,300,000 units at $10.00 each into a trust initially funding about $10.05 per public share.
Voyager is targeting healthcare and healthcare-related businesses. On April 22, 2025 it signed a Business Combination Agreement with Veraxa Biotech AG, later joined by Veraxa Biotech Holding AG (PubCo) and Veraxa Cayman Merger Sub. The structure contemplates Voyager merging into Merger Sub and Veraxa merging into PubCo, creating a Swiss-listed parent.
Amendments extended the agreement end date to August 7, 2026, removed a SPAC termination fee in certain terminations, and on February 2, 2026 raised the implied merger consideration to about $1.35 billion while waiving the net tangible asset condition and providing for the sponsor to surrender 200,000 founder shares and 400,000 private placement warrants at closing.
As of December 31, 2025, non-affiliate equity had an aggregate market value of approximately $270 million, and as of March 10, 2026 there were 25,300,000 Class A ordinary shares and 6,325,000 Class B ordinary shares outstanding. The SPAC has 24 months from IPO closing, subject to shareholder-approved extensions, to complete a business combination or redeem public shares and liquidate, with detailed redemption, voting, and creditor-protection mechanics outlined.
Voyager Acquisition Corp. filed an update stating that VERAXA Biotech AG shareholders approved the merger structure with Veraxa Biotech Holding AG and the issuance of new shares to Voyager in connection with their proposed business combination.
At an Extraordinary General Meeting on February 27, 2026, VERAXA shareholders approved an absorption merger under which Veraxa Biotech Holding AG will acquire VERAXA and then be renamed Veraxa Biotech AG, with VERAXA continuing under its existing management. The meeting also approved an ordinary capital increase of up to CHF 223,400.00, with the corresponding number of shares to be offered to Voyager shareholders as part of the transaction. Completion of the business combination and listing of the combined company on Nasdaq under the symbol “VRXA” remain subject to Voyager shareholder approval and other closing conditions.
Voyager Acquisition Corp. furnished a Regulation FD disclosure stating that VERAXA Biotech AG will issue a press release on March 2, 2026 announcing that VERAXA shareholders approved a merger and the issuance of new shares to Voyager Acquisition Corp.
The filing notes the Form F-4 registration statement was declared effective on February 17, 2026 and that SPAC mailed a definitive proxy to its shareholders following effectiveness.
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.