false
0002006815
0002006815
2025-10-18
2025-10-18
0002006815
vachu:UnitsEachConsistingOfOneClassOrdinaryShareAndOneHalfOfOneRedeemableWarrantMember
2025-10-18
2025-10-18
0002006815
vachu:ClassOrdinarySharesParValue0.0001PerShareMember
2025-10-18
2025-10-18
0002006815
vachu:WarrantsEachWholeWarrantEntitlingtTheHolderThereofToPurchaseOneClassAOrdinaryShareAtAPriceOf1150PerShareMember
2025-10-18
2025-10-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 18, 2025
Voyager Acquisition Corp./Cayman Islands
VOYAGER ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42211 |
|
00-0000000N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
131 Concord Street
Brooklyn, NY 11201
(Address of principal executive offices)
(347) 720-2907
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 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 redeemable warrant |
|
VACHU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
VACH |
|
The Nasdaq Stock Market LLC |
| 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 Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
Item
1.01 Entry Into A Material Definitive Agreement.
Amendment
to Business Combination Agreement
On
October 18, 2025, Voyager Acquisition Corp. (the “Company”) entered into
that certain Amendment (the “Amendment”) to that certain Business Combination
Agreement dated as of April 22, 2025 (the “BCA”), by and among the Company,
Veraxa Biotech AG (“Veraxa”), and Oliver Baumann, in his capacity as representative
for the shareholders of Veraxa.
Pursuant
to the Amendment, the parties to the BCA agreed to extend the Agreement End Date to August 7, 2026. The parties also agreed to amend
the termination provisions set forth in the BCA to eliminate the obligation for the Company to pay the SPAC
Termination Fee in the event of termination of the BCA pursuant to Section 10.1(i) thereof.
All
terms used in this Item 1.01 and not defined herein shall have the meanings set forth in the BCA. The foregoing summary of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1
and is incorporated by reference herein.
Forward-Looking
Statements
This
Current Report on Form 8-K, including the description of the transactions, agreements, and other information contained herein and the
exhibits hereto (collectively, this “Communication”) includes “forward-looking
statements” within the meaning of the federal securities laws with respect to the proposed Business Combination, and also contains
certain financial forecasts and projections. All statements other than statements of historical fact contained in this Communication,
including, but not limited to, statements as to future results of operations and financial position, planned products and services, business
strategy and plans, objectives of management for future operations of the Company and Veraxa, market size and growth opportunities, competitive
position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed
Business Combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking
words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,”
“estimates,” “targets,” “projects,” “should,” “could,” “would,”
“may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based
upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company and Veraxa, which are all
subject to change due to various factors. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not
identified in this Communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be
relied upon as being necessarily indicative of future results.
The
forward-looking statements and financial forecasts and projections contained in this Communication are subject to a number of factors,
risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed
or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial,
political and legal conditions; the timing and structure of the Business Combination; changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully
or timely consummate the Business Combination and the other transactions in connection therewith, including as a result of any regulatory
approvals that are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company
or the expected benefits of the Business Combination or that the approval of the shareholders of the Company or Veraxa is not obtained;
the risk that the business combination disrupts current plans and operations of the Company or Veraxa as a result of the announcement
and consummation of the Business Combination; the ability of Veraxa to grow and manage growth profitably and retain its key employees
including its chief executive officer and executive team; the inability to obtain or maintain the listing of PubCo’s securities
on Nasdaq following the Business Combination; failure to realize the anticipated benefits of the Business Combination; risk relating
to the uncertainty of the projected financial information with respect to Veraxa; the amount of redemption requests made by the Company’s
shareholders and the amount of funds available in the the Company trust account; the overall level of demand for Veraxa’s services;
general economic conditions and other factors affecting Veraxa’s business; Veraxa’s ability to implement its business strategy;
Veraxa’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Veraxa’s
business, Veraxa’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational
harm; Veraxa’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions
in, Veraxa’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic
risks and the impact of such changes on Veraxa’s business. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of PubCo’s
Registration Statement (as defined below), the proxy statement/consent solicitation statement/prospectus discussed below and other documents
filed by PubCo or the Company from time to time with the U.S. Securities and Exchange Commission (the “SEC”).
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. In addition, there may be additional risks that neither the Company nor Veraxa
presently know, or that the Company or Veraxa currently believe are immaterial, that could also cause actual results to differ from those
contained in the forward-looking statements. Forward-looking statements reflect the Company’s and Veraxa’s expectations,
plans, projections or forecasts of future events and view. If any of the risks materialize or the Company’s or Veraxa’s assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
Forward-looking
statements speak only as of the date they are made. The Company and Veraxa anticipate that subsequent events and developments may cause
their assessments to change. However, while PubCo, the Company and Veraxa may elect to update these forward-looking statements at some
point in the future, PubCo, the Company and Veraxa specifically disclaim any obligation to do so, except as required by law. The inclusion
of any statement in this document does not constitute an admission by Veraxa nor the Company or any other person that the events or circumstances
described in such statement are material. These forward-looking statements should not be relied upon as representing the Company’s
or Veraxa’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed
upon the forward-looking statements. In addition, the analyses of Veraxa and the Company contained herein are not, and do not purport
to be, appraisals of the securities, assets or business of Veraxa, the Company or any other entity.
Important
Information About the Proposed Transactions and Where to Find It
This
Communication relates to a proposed Business Combination between Veraxa and the Company. This document does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. The proposed Business Combination will be submitted to the shareholders of Veraxa and the Company for their
consideration.
PubCo
intends to file a registration statement on Form F-4 (the “Registration Statement”)
with the SEC which will include preliminary and definitive proxy statements to be distributed to the Company’s shareholders in
connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the
proposed Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Veraxa’s shareholders in connection with the completion of the proposed Business Combination.
the Company and PubCo also will file other documents regarding the proposed Business Combination with the SEC.
After
the Registration Statement has been filed and declared effective, the Company will mail a definitive proxy statement and other relevant
documents to its shareholders as of the record date established for voting on the proposed Business Combination. This Communication is
not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that the Company will
send to its shareholders in connection with the Business Combination. The Company’s shareholders and other interested persons are
advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive
proxy statement/prospectus, in connection with the Company’s solicitation of proxies for its special meeting of shareholders to
be held to approve, among other things, the proposed transactions, because these documents will contain important information about the
Company, PubCo, Veraxa and the proposed Business Combination. Shareholders and investors may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other
documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request
to the Company. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated
by reference into, and is not a part of, this document.
INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants
in the Solicitation
The
Company, PubCo and Veraxa and certain of their respective directors, executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Company’s shareholders in connection
with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of the Company’s shareholders in connection with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus
when it is filed with the SEC. You can find more information about the Company’s directors and executive officers in the Company’s
final prospectus filed with the SEC on August 12, 2024. Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders,
potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No
Offer or Solicitation
This
Communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any
securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction
in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
Exhibit
Number |
|
Description |
| 2.1 |
|
Amendment to Business Combination Agreement, dated as of October 18, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG, and Oliver Baumann. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated: October 21, 2025 |
VOYAGER ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Adeel Rouf |
| |
Name: |
Adeel Rouf |
| |
Title: |
President and Chief Executive Officer |
