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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 $1,350,000,000 from $1,300,000,000.
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 $5,000,001. This change is aimed at giving the company flexibility to complete the deal even with higher shareholder redemptions.
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.