Voyager (NASDAQ: VACH) clears VERAXA merger as 99.67% of Class A shares redeem

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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 Assuming these elections are not withdrawn, about $885,556 will remain in the trust account and 82,685 Class A shares will convert into shares of the combined company, Veraxa Biotech Holding AG, which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.

Positive

Business combination and merger structure approved: Shareholders adopted the Business Combination Agreement with VERAXA Biotech AG and approved the Initial Merger and related PubCo charter provisions, enabling Veraxa Biotech Holding AG to become a Nasdaq-listed company under the symbol VRXA once closing conditions are satisfied.

Negative

Extremely high SPAC redemptions: Holders of 25,217,315 Class A shares, approximately 99.67% of the Class A shares outstanding, elected to redeem, leaving only about $885,556 in the trust account and 82,685 Class A shares converting into the combined company.
Limited SPAC cash contribution to combined company: With almost all public shares redeemed and a small trust balance remaining, the de-SPAC will deliver far less cash than a typical SPAC IPO initially contemplated, increasing reliance on other capital sources.

Insights

Deal approved but nearly all public SPAC cash redeemed.

Voyager Acquisition Corp. secured shareholder approval for its business combination with VERAXA Biotech AG and key governance provisions for the new Swiss holding company. This clears the path for Veraxa Biotech Holding AG to list on Nasdaq under the symbol VRXA after closing conditions are met.

A critical detail is redemptions: holders of 25,217,315 Class A shares, about 99.67% of those outstanding, chose cash over equity. As a result, only $885,556 is expected to remain in the trust account and 82,685 Class A shares will roll into the combined company.

This structure means the de-SPAC proceeds from the trust are minimal, so the post-merger capitalization will rely much less on SPAC cash than a traditional SPAC transaction. Actual impact on the business will depend on any additional funding sources and how VERAXA executes after the combination closes.

03/18/2026 - 04:05 PM

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): March 12, 2026

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 No.)		(IRS Employer Identification No.)

131 Concord Street, Brooklyn, NY 11201

(Address of principal executive offices and Zip Code)

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

Not applicable

(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))

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 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders.

On March 12, 2026, Voyager Acquisition Corp., a Cayman Islands exempted company (“SPAC”) held an extraordinary general meeting of shareholders (the “Meeting”), at which holders of 21,743,532 SPAC Class A ordinary shares, par value $0.0001 per share (“SPAC Class A Ordinary Shares”) and SPAC Class B ordinary shares, par value $0.0001 per share (“SPAC Class B Ordinary Shares” and, collectively with the SPAC Class A Ordinary Shares, the “Shares”), were present in person or by proxy, representing approximately 68.754% of the voting power of the 31,625,000 issued and outstanding Shares entitled to vote at the Meeting as of the close of business on February 13, 2026, which was the record date for the Meeting.

At the Meeting, SPAC shareholders approved a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, dated as of April 22, 2025, by and among SPAC, Veraxa Biotech AG (the “Company”), a public limited company organized under the laws of Switzerland, and Oliver Baumann, solely in his capacity as shareholder representative, as amended on October 18, 2025 and as further amended on February 2, 2026 (the “Business Combination Agreement”), and the transactions contemplated therein (the “Business Combination”), pursuant to which (i) Voyager Acquisition Sponsor Holdco LLC (the “Sponsor”) formed Veraxa Biotech Holding AG (“PubCo”), (ii) PubCo formed an exempted company limited by shares incorporated under the laws of the Cayman Islands, to be a direct wholly owned subsidiary of PubCo (“Merger Sub”), (iii) Sponsor shall transfer the PubCo ordinary shares, par value CHF 1/113.25 per share (the “PubCo Ordinary Shares”) to the Contribution Agent, (iv) SPAC shall merge with and into Merger Sub, with Merger Sub as the surviving company in the merger and, after giving effect to clause (v), continuing as a wholly owned subsidiary of PubCo (the “Initial Merger”), (v) the Contribution Agent shall contribute the Merger Sub shares received in the Initial Merger on behalf of the SPAC shareholders to PubCo and an increase to capital contribution reserves, (vi) the Contribution Agent shall transfer the PubCo Ordinary Shares received by Sponsor to the SPAC shareholders, (vii) Merger Sub will distribute its assets to PubCo as a liquidating distribution and, as soon as reasonably possible, Merger Sub shall be dissolved under the laws of the Cayman Islands and will cease to be a wholly owned subsidiary of PubCo, and (viii) as soon as practicable, but not less than twenty-four hours following the completion of the Initial Merger, the Company will merge with and into PubCo, with PubCo as the surviving entity in the merger (the “Business Combination Proposal”).

The following is a tabulation of the votes with respect to the Business Combination Proposal, which was approved by SPAC’s shareholders:

Share Votes For		Share Votes Against		Share Abstentions
20,453,587		1,289,900		45

At the Meeting, SPAC shareholders also approved a proposal to approve by special resolution the Initial Merger and plan of initial merger (the “Initial Merger Proposal”).

The following is a tabulation of the votes with respect to the Initial Merger Proposal, which was approved by SPAC’s shareholders:

Share Votes For		Share Votes Against		Share Abstentions
20,453,586		1,289,901		45

At the Meeting, SPAC shareholders also approved a proposal to consider and vote to approve by special resolution, an amendment to the SPAC amended and restated memorandum of association to remove the limitation that prevents the SPAC from redeeming SPAC Shares sold as part of SPAC’s initial public offering if such redemption would cause the SPAC to have net tangible assets of less than $5,000,001 (the “NTA Amendment Proposal”).

The following is a tabulation of the votes with respect to the NTA Amendment Proposal, which was approved by SPAC’s shareholders:

Share Votes For		Share Votes Against		Share Abstentions
20,453,587		1,289,900		45

At the Meeting, SPAC shareholders also approved four separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the articles of association of PubCo (the “PubCo Charter”) upon completion of the Business Combination, specifically:

To consider and vote for the governance provision in the PubCo Charter providing authorized share capital of PubCo to be CHF 1,247,904 divided into 141,325,128 PubCo Ordinary Shares and authorizes the issuance of conditional share capital up to 40,948,029 PubCo Ordinary Shares, which, the board of directors of PubCo is authorized to increase the share capital at any time until December 31, 2030 up to a maximum of 70,662,564 additional PubCo Ordinary Shares, the votes were as follows:

Share Votes For		Share Votes Against		Share Abstentions
20,453,586		1,289,901		45

To consider and vote for the governance provision in the PubCo Charter providing for PubCo to have only one class of common shares, the votes were as follows:

Share Votes For		Share Votes Against		Share Abstentions
20,453,587		1,289,900		45

To consider and vote for the governance provision in the PubCo Charter removing any blank check company provisions, the votes were as follows:

Share Votes For		Share Votes Against		Share Abstentions
20,453,586		1,289,901		45

To consider and vote for the governance provision in the PubCo Charter providing that directors may only be removed by an absolute majority of the PubCo shareholders represented at a meeting of shareholders, the votes were as follows:

Share Votes For		Share Votes Against		Share Abstentions
20,453,587		1,289,900		45

At the Meeting, SPAC shareholders also approved a proposal to consider and vote upon a proposal to approve the adjournment of the Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals (the “Adjournment Proposal”).

The following is a tabulation of the votes with respect to the Adjournment Proposal, which was approved by SPAC’s shareholders:

Share Votes For		Share Votes Against		Share Abstentions
20,442,812		1,300,675		45

Item 7.01 Regulation FD Disclosure.

On March 13, 2026, SPAC issued a press release (the “Press Release”) disclosing the number of redemptions which occurred in connection with the Meeting. For more information, please see Item 8.01 below. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Redemptions

In connection with the Meeting, SPAC shareholders holding an aggregate of 25,217,315 SPAC Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, approximately $885,556 will remain in SPAC’s trust account, subject to further redemption reversal requests (if any) received and approved by SPAC prior to the closing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is attached to this Current Report on Form 8-K:

Exhibit No.		Exhibit Title or Description
99.1		Press Release dated March 13, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	VOYAGER ACQUISITION CORP.

Dated: March 18, 2026	By:	/s/ Adeel Rouf
	Name:	Adeel Rouf
	Title:	President and Chief Executive Officer

Exhibit 99.1

VOYAGER ACQUISITION CORPORATION ANNOUNCES APPROVAL OF ITS BUSINESS COMBINATION WITH VERAXA BIOTECH AG

BROOKLYN, NY, March 13, 2026 (GLOBE NEWSWIRE)-- Voyager Acquisition Corporation (NASDAQ: “VACHU,” “VACH,” “VACHW”) (“Voyager” or the “Company”) held the general meeting on March 12, 2026 and approved the previously announced business combination (the “Business Combination”) with VERAXA Biotech AG (“VERAXA”). After the closing of the Business Combination, it is expected that the combined company will trade on Nasdaq under the new symbol (“VRXA”). As previously announced, holders of 25,217,315 of the Company's Class A ordinary shares (“Class A shares”) exercised their right to redeem their shares for a pro rata portion of the funds in the Company's trust account, reflecting redemptions of approximately 99.67% of the total Class A shares outstanding in connection with the completion of the Business Combination pursuant to the business combination agreement between the Company, VERAXA and the other parties thereto (the “Business Combination Agreement”). The 25,217,315 Class A shares, which were submitted for redemption, have not been withdrawn and will accordingly be redeemed pursuant to the option to redeem provided to holders of the Company’s Class A shares. As a result, assuming redemption elections are not withdrawn or reversed, following the effectuation of redemptions approximately $885,556 will remain in the Company's trust account and 82,685 Class A shares will convert into shares of the combined company, Veraxa Biotech Holding AG.

The closing of the Business Combination is subject to listing approvals by Nasdaq, and satisfaction or waiver, as applicable, of other customary closing conditions in the Business Combination Agreement.

About the Business Combination

On April 22, 2025, VERAXA entered into the Business Combination Agreement, as amended. Upon closing of the Business Combination, the combined company will become a publicly traded company listed on Nasdaq trading under the symbol “VRXA”.

About VERAXA Biotech AG

At VERAXA, we are building a premier engine for the discovery and development of next-generation antibody-based therapeutics, including bispecific ADCs, bispecific T cell engagers and other innovative formats. Powered by a suite of transformative technologies and guided by rigorous quality-by-design principles, we are rapidly advancing our pipeline of ADCs and proprietary BiTAC formats into clinical development and beyond. VERAXA was founded on scientific breakthroughs made at the European Molecular Biology Laboratory, a world-renowned institution known for pioneering life science research and cutting-edge technology.

For regular updates about VERAXA Biotech, visit www.veraxa.com. You can also follow us on LinkedIn.

About Voyager Acquisition Corp.

Voyager is a special purpose acquisition company with a bold mission: to revolutionize the healthcare sector through a merger, stock purchase, or business combination. Our team of experienced executives includes unparalleled expertise in investing, operations, and medical innovation, supported by a vast network of connections. With these strengths, we not only seek to drive success but commit to scaling companies to unprecedented heights in the healthcare industry.

For more information, please visit https://www.voyageracq.com.

Participants in the Solicitation

Voyager, VERAXA, and their respective directors, executive officers, other members of management, and employees may be deemed participants in the solicitation of proxies from Voyager’s stockholders with respect to the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Voyager’s directors and officers in Voyager’s filings with the Securities and Exchange Commission (the “SEC”), including the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, amendments and supplements thereto, and other documents filed with the SEC. Such information with respect to VERAXA’s directors and executive officers is also included in the proxy statement/prospectus. You may obtain free copies of these documents as described below under the heading “Additional Information and Where to Find It.”

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Voyager or VERAXA, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Forward-Looking Statements

This press release includes certain statements that may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements about future events or VERAXA’s future financial or operating performance. For example, statements regarding VERAXA’s anticipated growth and the anticipated growth and other metrics, and statements regarding the benefits of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology.

These forward-looking statements regarding future events and the future results of VERAXA are based on current expectations, estimates, forecasts, and projections about the industry in which VERAXA operates, as well as the beliefs and assumptions of VERAXA’s management. These forward-looking statements are only predictions and are subject to, without limitation, (i) known and unknown risks, including the risks and uncertainties indicated from time to time in the final prospectus of Voyager relating to its initial public offering filed with the SEC, and in the proxy statement/prospectus filed by Voyager and VERAXA on February 19, 2026, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond VERAXA’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, VERAXA’s actual results may differ materially and adversely from those expressed or implied in any forward-looking statements and VERAXA therefore cautions against relying on any of these forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by VERAXA and its management, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond VERAXA’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the outcome of any legal proceedings that may be instituted against VERAXA or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (ii) the failure to realize anticipated benefits from the Business Combination; and (iii) other risks and uncertainties set forth in the filings with the SEC. There may be additional risks that VERAXA presently does not know or that VERAXA currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of VERAXA speak only as of the date they are made. VERAXA does not undertake any obligation to update any forward-looking statements to reflect any changes in expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Additional Information and Where to Find It

In connection with the Business Combination Agreement, Voyager and VERAXA filed a proxy statement/prospectus of Voyager, and other documents regarding the transaction with the SEC. This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document that Voyager filed with the SEC in connection with the transaction. The definitive proxy statement and other relevant materials for the transaction were mailed and made available to stockholders of Voyager as of the record date established for voting on the transaction.

Before making any voting or investment decision, investors and stockholders of Voyager were urged to carefully read the entire registration statement, the proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, and the documents incorporated by reference therein, because they contain important information about Voyager, VERAXA, and the transaction. Voyager’s investors and stockholders and other interested persons can also obtain copies of the registration statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, other documents filed with the SEC that were incorporated by reference therein, and all other relevant documents filed with the SEC by Voyager and/or VERAXA in connection with the transaction, without charge, at the SEC’s website at www.sec.gov, or by directing a request to Voyager at the address set forth below.

Contact

VERAXA Biotech AG		Voyager Acquisition Corp.
Dr. Christoph Antz CEO Email: antz@veraxa.com		Mr. Adeel Rouf CEO, and Director Email: adeel@voyageracq.com

For Media and Investors Mario Brkulj Valency Communications Email: mbrkulj@valencycomms.eu

Source: View Original Filing on SEC EDGAR

FAQ

What did Voyager Acquisition Corp. (VACH) shareholders approve at the March 12, 2026 meeting?

Shareholders approved the Business Combination Agreement with VERAXA Biotech AG, the Initial Merger, an amendment removing the $5,000,001 net tangible asset redemption limit, several PubCo governance provisions, and an adjournment proposal, clearing the way for the merger and new holding structure.

How many Voyager Acquisition Corp. (VACH) Class A shares were redeemed in connection with the business combination?

Holders of 25,217,315 Class A shares exercised their redemption rights, representing approximately 99.67% of the total Class A shares outstanding. These shares were submitted for redemption and, absent withdrawal, will be redeemed for a pro rata portion of the trust account funds.

How much cash will remain in Voyager Acquisition Corp.’s trust after redemptions?

Following the effectuation of redemptions, approximately $885,556 will remain in Voyager Acquisition Corp.’s trust account, subject to any redemption reversal requests received and approved prior to closing of the business combination with VERAXA Biotech AG.

How many Voyager Acquisition Corp. shares will convert into the combined company after the merger?

Assuming redemption elections are not withdrawn or reversed, 82,685 Class A shares of Voyager Acquisition Corp. will convert into shares of the combined company, Veraxa Biotech Holding AG, upon completion of the business combination and related restructuring steps.

Under what ticker will the combined Voyager and VERAXA company trade on Nasdaq?

After closing of the business combination, it is expected that the combined company, Veraxa Biotech Holding AG, will be listed on Nasdaq under the new trading symbol “VRXA,” replacing Voyager Acquisition Corp.’s existing symbols VACHU, VACH, and VACHW.

What changes to Voyager Acquisition Corp.’s charter were approved regarding net tangible assets?

Shareholders approved an amendment to Voyager Acquisition Corp.’s amended and restated memorandum of association removing the limitation that prevented redemptions if they would reduce net tangible assets below $5,000,001, allowing extensive redemptions in connection with the business combination.

What key governance provisions were approved for Veraxa Biotech Holding AG’s charter?

Shareholders approved provisions establishing authorized capital of CHF 1,247,904 divided into 141,325,128 ordinary shares, conditional share capital and additional authorized capital, a single class of common shares, removal of blank check company provisions, and a rule that directors may be removed only by absolute majority of represented shareholders.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 19.8 KB

Voyager (NASDAQ: VACH) clears VERAXA merger as 99.67% of Class A shares redeem