Clawback policy added to Voyager Acquisition (NASDAQ: VACH) 10-K

Rhea-AI Filing Summary

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.

Key Figures

Warrant exercise price: $11.50 per share Market value of public float: $263 million Class A shares outstanding: 25,300,000 shares +3 more

6 metrics

Warrant exercise price $11.50 per share Each whole warrant to purchase one Class A ordinary share

Market value of public float $263 million Aggregate market value of non-affiliate Class A shares as of June 30, 2025

Class A shares outstanding 25,300,000 shares Class A ordinary shares outstanding as of March 10, 2026

Class B shares outstanding 6,325,000 shares Class B ordinary shares outstanding as of March 10, 2026

Warrant term Five years Warrants expire five years after completion of initial business combination

Reporting period Year ended December 31, 2025 Period covered by the original annual report and this amendment

Key Terms

Business Combination Agreement, Policy on Recoupment of Incentive Compensation, emerging growth company, warrant, +2 more

6 terms

Business Combination Agreement financial

"Business Combination Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp. and Veraxa Biotech AG"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Policy on Recoupment of Incentive Compensation financial

"add Exhibit 97.1, the Company’s Policy on Recoupment of Incentive Compensation (adopted as of March 10, 2025)"

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

warrant financial

"Warrants, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Incentive-based compensation financial

"recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period"

Voting, Support and Lock-Up Agreement financial

"Voting, Support and Lock-Up Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG and the other parties"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:00 PM Learn about SEC filing dates

FAQ

What does Voyager Acquisition Corp. (VACH) change in this 10-K/A?

The amendment only adds a missing exhibit. Voyager Acquisition Corp. files Amendment No. 1 to include Exhibit 97.1, its Policy on Recoupment of Incentive Compensation, which was adopted March 10, 2025 but accidentally left out of the original annual report.

Does the Voyager Acquisition (VACH) 10-K/A revise 2025 financial results?

No, the amendment does not revise financials. The company states no other changes were made to the original annual report, which continues to speak as of, and for, the periods covered, so financial disclosures remain unchanged.

What is Exhibit 97.1 added in Voyager Acquisition (VACH) 10-K/A?

Exhibit 97.1 is a compensation recoupment policy. It is the Policy on Recoupment of Incentive Compensation, addressing potential clawback of incentive-based pay, and was adopted as of March 10, 2025 before being formally attached through this amendment.

How many Voyager Acquisition (VACH) shares were outstanding in March 2026?

The company reports two classes of ordinary shares. As of March 10, 2026, there were 25,300,000 Class A ordinary shares and 6,325,000 Class B ordinary shares outstanding, giving investors a sense of the company’s share capital structure.

What was Voyager Acquisition (VACH) market value on June 30, 2025?

The reported public float was $263 million. The aggregate market value of outstanding Class A ordinary shares held by non-affiliates, based on the June 30, 2025 closing price on Nasdaq, was disclosed as $263 million.

What securities of Voyager Acquisition (VACH) trade on Nasdaq?

Units, Class A shares, and warrants trade on Nasdaq. The units (VACHU), Class A ordinary shares (VACH), and warrants (VACHW) are listed, with each whole warrant exercisable to buy one Class A share at an exercise price of $11.50 per share.

true 2025 FY 0002006815 0002006815 2025-01-01 2025-12-31 0002006815 VACHU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneWarrantMember 2025-01-01 2025-12-31 0002006815 VACHU:ClassOrdinarySharesParValue0.0001PerShareMember 2025-01-01 2025-12-31 0002006815 VACHU:WarrantsMember 2025-01-01 2025-12-31 0002006815 2025-06-30 0002006815 VACHU:ClassAOrdinarySharesMember 2026-03-10 0002006815 VACHU:ClassBOrdinarySharesMember 2026-03-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-42211

 Voyager Acquisition Corp./Cayman Islands

Voyager Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		00-0000000 N/A
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
131 Concord Street Brooklyn, NY		11201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (347) 720-2907

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one warrant		VACHU		The Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share		VACH		The Nasdaq Global Market
Warrants, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation		VACHW		The Nasdaq Global Market

Securities registered pursuant to section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes   ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes   ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☒ Yes   ☐ No

The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $263 million.

There were 25,300,000 Class A ordinary shares, par value $0.0001 per share, issued and outstanding and 6,325,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding as of March 10, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2025, originally filed on March 10, 2026 (the “Original Filing”) by Voyager Acquisition Corp. (the “Company”). The Company is filing this Amendment to add Exhibit 97.1, the Company’s Policy on Recoupment of Incentive Compensation (adopted as of March 10, 2025), which was inadvertently omitted from the Original Filing.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of and for the periods covered in the Original Filing, and the Company has not updated the disclosures contained therein to reflect any subsequent events.

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EXHIBIT INDEX

Exhibit No.		Description
1.1*		Underwriting Agreement, dated August 8, 2024, by and between the Registrant and Cantor Fitzgerald & Co., as representative of the underwriters, (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
2.1*		Business Combination Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp. and Veraxa Biotech AG (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on April 22, 2025).
2.2*		Amendment to Business Combination Agreement, dated as of October 18, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG, and Oliver Baumann (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on October 21, 2025).
2.3*		Second Amendment and Waiver to Business Combination Agreement, dated as of February 2, 2026, by and among Voyager Acquisition Corp., Veraxa Biotech AG, and Oliver Baumann (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on February 3, 2026).
3.1*		Memorandum and Articles of Association, (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
3.2*		Amended and Restated Memorandum and Articles of Association, (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
4.1*		Specimen Unit Certificate, (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
4.2*		Specimen Ordinary Share Certificate, (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
4.3*		Specimen Warrants Certificate (appended as exhibit to Exhibit 4.4), (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
4.4*		Warrant Agreement, dated August 8, 2024, by and between Continental Stock Transfer & Trust Company and the Registrant, (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
4.5**		Description of Securities.
10.1*		Letter Agreement, dated August 8, 2024, by and among the Registrant and its founders, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.2*		Investment Management Trust Agreement, dated August 8, 2024, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant, (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.3*		Registration Rights Agreement, dated August 8, 2024, by and among the Registrant and certain security holders, (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.4*		Securities Subscription Agreement, between the Registrant and the Sponsor dated January 11, 2024, (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
10.5*		Amended and Restated Securities Subscription Agreement, between the Registrant and the Sponsor dated February 16, 2024, (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
10.6*		Second Amended and Restated Securities Subscription Agreement, between the Registrant and the Sponsor dated May 31, 2024, (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-280305), filed with the Securities and Exchange Commission on July 30, 2024).

2

10.7*		Third Amended and Restated Securities Subscription Agreement, between the Registrant and the Sponsor dated July 19, 2024, (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A (File No. 333-280305), filed with the Securities and Exchange Commission on July 30, 2024).
10.8*		Private Placement Warrants Purchase Agreement dated August 8, 2024, by and among the Registrant and the Sponsor, (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.9*		Private Placement Warrants Purchase Agreement, dated August 8, 2024, by and among the Registrant, Cantor Fitzgerald & Co. and Odeon Capital Group LLC, (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.10*		Form of Indemnity Agreement, (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
10.11*		Administrative Services Agreement, dated August 8, 2024, by and between the Registrant and the Sponsor, (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.12*		Promissory Note issued to Voyager Acquisition Sponsor Holdco LLC, (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
10.13*		Advisor Agreement, dated August 8, 2024, by and between the Registrant and Advisor, (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.14*		Sponsor Support Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp., Voyager Acquisition Sponsor Holdco, LLC, and Veraxa Biotech AG (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on April 22, 2025).
10.15*		First Amendment to Sponsor Support Agreement, dated as of February 2, 2026, by and among Veraxa Biotech AG, Voyager Acquisition Corp., and Voyager Acquisition Sponsor Holdco LLC (incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on February 3, 2026).
10.16*		Voting, Support and Lock-Up Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on April 22, 2025).
10.17*		Joinder Agreement, dated as of July 16, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG, Oliver Baumann, Veraxa Biotech Holding AG, and Veraxa Cayman Merger Sub (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on July 16, 2025).
14.1*		Form of Code of Ethics, (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
19*		Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on form 10-K (File No. 001-42211), filed with the Securities and Exchange Commission on March 31, 2025).
24*		Power of Attorney (incorporated by reference to Exhibit 24 to the Company’s Annual Report on form 10-K (File No. 001-42211), filed with the Securities and Exchange Commission on March 10, 2026).
31.1**		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2**		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
97.1**		Policy on Recoupment of Incentive Compensation

*	Previously filed.
**	Furnished herewithin.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Voyager Acquisition Corp.
By:	/s/ Adeel Rouf
	Adeel Rouf
	Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons in the capacities and on the dates indicated.

Name		Position		Date
/s/ Warren Hosseinion		Chairman of the Board of Directors		April 2, 2026
Warren Hosseinion
/s/ Adeel Rouf		Chief Executive Officer, President		April 2, 2026
Adeel Rouf		(Principal executive officer) and Director
/s/ Alex Rogers		Chief Financial Officer		April 2, 2026
Alex Rogers		(Principal financial and accounting officer)
/s/ Oded Levy		Director		April 2, 2026
Oded Levy
/s/ Jonathan Intrater		Director		April 2, 2026
Jonathan Intrater

4