VERAXA, Voyager (NASDAQ: VACH) secure key shareholder nod for merger
Rhea-AI Filing Summary
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.
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Insights
Target shareholder approval advances the VERAXA–Voyager SPAC merger but closing still depends on Voyager’s vote and conditions.
The approval by VERAXA Biotech AG shareholders of the merger and related share issuance is a key procedural milestone for its business combination with Voyager Acquisition Corp. It confirms target-side support for the transaction structure and the creation of a listed entity on Nasdaq.
The EGM’s authorization of an ordinary capital increase of up to
The combination still requires approval from Voyager’s shareholders and satisfaction of regulatory and contractual conditions described in the Form F-4 registration statement declared effective on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
VOYAGER ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| N/A | ||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices)
(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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| 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 | The 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 7.01 Regulation FD Disclosure.
On March 2, 2026, VERAXA Biotech AG, a company duly organized, validly existing, and in good standing under the laws of Switzerland (“VERAXA” or “Company”) will issue a press release (the “Press Release”) announcing that the VERAXA shareholders approved the merger and issuance of new shares to Voyager Acquisition Corp., a Cayman Islands exempted company (“SPAC”). The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1, is furnished and 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 liabilities under 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 (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
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 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, 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 SPAC and the Company, 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 SPAC or the Company is not obtained; the risk that the business combination disrupts current plans and operations of SPAC or the Company as a result of the announcement and consummation of the Business Combination; the ability of the Company 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 Veraxa Biotech Holding AG’s (“PubCo”) securities on the Nasdaq Stock Market LLC 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 the Company; the amount of redemption requests made by SPAC’s shareholders and the amount of funds available in the SPAC’s trust account; the overall level of demand for the Company’s services; general economic conditions and other factors affecting the Company’s business; the Company’s ability to implement its business strategy; the Company’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on the Company’s business, the Company’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; the Company’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, the Company’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 the Company’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 SPAC 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 SPAC nor the Company presently know, or that SPAC or the Company currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect SPAC’s and the Company’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or SPAC’s or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
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Forward-looking statements speak only as of the date they are made. SPAC and the Company anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, SPAC and the Company may elect to update these forward-looking statements at some point in the future, PubCo, SPAC and the Company 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 the Company nor SPAC 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 SPAC’s or the Company’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 the Company and SPAC contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Company, SPAC or any other entity.
Important Information About the Proposed Transactions and Where to Find It
This Communication relates to a proposed Business Combination between the Company and SPAC. 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 the Company and SPAC for their consideration.
PubCo filed a registration statement on Form F-4 (the “Registration Statement”) with the SEC on July 31, 2025, as amended from time to time, which was declared effective by the SEC on February 17, 2026. The Registration Statement includes preliminary and definitive proxy statements to be distributed to SPAC’s shareholders in connection with SPAC’s solicitation for proxies for the vote by SPAC’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 the Company’s shareholders in connection with the completion of the proposed Business Combination. SPAC and PubCo also will file other documents regarding the proposed Business Combination with the SEC.
After the Registration Statement was declared effective, SPAC mailed 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 SPAC has sent or will send to its shareholders in connection with the Business Combination. SPAC’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 SPAC’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 SPAC, PubCo, the Company 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 SPAC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to SPAC. 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.
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Participants in the Solicitation
SPAC, PubCo and the Company 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 SPAC’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SPAC’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 SPAC’s directors and executive officers in SPAC’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.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being filed herewith:
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 2, 2026. |
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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: February 27, 2026 | VOYAGER ACQUISITION CORP. | |
| By: | /s/ Adeel Rouf | |
| Name: | Adeel Rouf | |
| Title: | President and Chief Executive Officer | |
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Exhibit 99.1
Press Release
VERAXA Biotech Shareholders Approve Merger and Issuance of New Shares to Voyager Acquisition Corp.
ZURICH, SWITZERLAND – March 2, 2026 -- VERAXA Biotech AG (“VERAXA”), an emerging leader in designing novel cancer therapies, today announced that its shareholders approved the merger between VERAXA and Veraxa Biotech Holding AG and the issuance of new shares of the combined company at the Extraordinary General Meeting (“EGM”) on February 27, 2026. Both resolutions are prerequisites for the closing of the proposed business combination (the “Business Combination”) among VERAXA, Veraxa Biotech Holding AG and Voyager Acquisition Corp. (NASDAQ: VACH, “Voyager”), a special purpose acquisition company sponsored by Cantor Fitzgerald & Co., Voyager Acquisition Sponsor Holdco LLC, and Odeon Capital Group LLC.
The merger will be carried out by means of an absorption merger. Veraxa Biotech Holding AG, as the acquiring company, will take over VERAXA as the transferring company and simultaneously change its name to Veraxa Biotech AG. VERAXA will continue to operate under its existing management team led by Chief Executive Officer, Christoph Antz. Additionally, the EGM approved an ordinary capital increase of a maximum of CHF 223,400.00 and offering the corresponding number of shares to the shareholders of Voyager in connection with the business combination.
“We
appreciate our shareholders’ support and their approval to take the next steps in our business combination process with Voyager”,
said Christoph Antz, Ph.D., Chief Executive Officer of VERAXA. “VERAXA is well-positioned to generate significant long-term value
by addressing the growing need for safer and more effective cancer therapies with a focus on antibody-drug conjugates and bispecific
T cell engagers. We look forward to continuing our path to becoming a leading innovator in cancer medicine.”
Subject to the approval of Voyager’s shareholders, VERAXA and Voyager will commence final procedures towards closing the Business Combination and the expected trading of shares of the combined company on NASDAQ under the symbol “VRXA”. The resolutions of the EGM are subject to the condition of the approval of the Business Combination by Voyager’s shareholders.
About the Business Combination
On April 22, 2025, VERAXA entered into a definitive business combination agreement (the “Business Combination Agreement”) with Voyager Acquisition Corp., a Cayman Islands exempted company and special purpose acquisition company targeting the healthcare sector (NASDAQ: VACH, “Voyager”). Upon closing of the Business Combination, the combined company is expected to become a publicly traded company listed on NASDAQ trading under the symbol “VRXA”.
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
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The description of the Business Combination contained herein is only a high-level summary and is qualified in its entirety by reference to the underlying documents filed with the Securities and Exchange Commission (the “SEC”). A more detailed description of the terms of the transaction has been provided in a proxy statement/prospectus filed with the SEC by Voyager on February 19, 2026.
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 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.
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
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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 Voyager’s or VERAXA’s future financial or operating performance. For example, statements regarding VERAXA’s anticipated growth and the anticipated growth and other metrics, statements regarding the benefits of the Business Combination, and the anticipated timing of the completion 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 Voyager and 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 Voyager’s management and 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 by Voyager; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Voyager’s or 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 Voyager and VERAXA therefore caution against relying on any of these forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Voyager and its management and VERAXA and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond Voyager’s or VERAXA’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against Voyager, VERAXA, or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the failure to obtain consents and approvals of the shareholders of Voyager, to obtain financing to complete the Business Combination or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) the failure to realize estimated shareholder redemptions, purchase price and other adjustments; and (v) other risks and uncertainties set forth in the filings by Voyager with the SEC. There may be additional risks that neither Voyager nor VERAXA presently know or that Voyager and VERAXA currently believe 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 Voyager or VERAXA speak only as of the date they are made. None of Voyager or VERAXA undertakes any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
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Additional Information and Where to Find It
In connection with the Business Combination Agreement, Voyager and VERAXA have filed a proxy statement/prospectus of Voyager, and will file other documents regarding the proposed 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 has filed or may file with the SEC in connection with the proposed transaction. The definitive proxy statement and other relevant materials for the proposed transaction have been mailed or made available to stockholders of Voyager as of a record date to be established for voting on the proposed transaction.
Before making any voting or investment decision, investors and stockholders of Voyager are 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 will contain important information about Voyager, VERAXA, and the proposed 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 will be 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, once available, 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 |
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
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FAQ
What did Voyager Acquisition Corp. (VACH) disclose about the VERAXA merger?
What did VERAXA shareholders approve for the Voyager (VACH) business combination?
Is the VERAXA–Voyager (VACH) business combination now fully completed?
What stock market listing is expected after the VERAXA and Voyager (VACH) merger?
What capital increase related to Voyager (VACH) did VERAXA shareholders approve?
Who will lead the combined company after the VERAXA–Voyager (VACH) merger?
Filing Exhibits & Attachments
7 documents