99.67% redemptions: Voyager Acquisition (VACH) delays Q1 2026 10-Q

(Very High)

(Negative)

Form Type

NT 10-Q

Rhea-AI Filing Summary

Voyager Acquisition Corp. notified the SEC on a Form 12b-25 that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The delay is attributed to additional time needed to complete financial statements and related disclosures tied to the registrant's pending business combination with Veraxa Biotech AG and the independent accountant's review.

The company states the original filing date for smaller reporting companies was May 15, 2026 and anticipates filing the Quarterly Report no later than the fifth calendar day following the prescribed due date. The registrant disclosed net income of approximately $180,499 for the three months ended March 31, 2026, down from approximately $2,433,145 for the prior-year quarter, driven primarily by higher general and administrative expenses related to the pending business combination. Holders of approximately 99.67% of outstanding Class A ordinary shares exercised redemption rights during the quarter.

Positive

None.

Negative

Net income fell sharply to approximately $180,499 for Q1 2026 from $2,433,145 in Q1 2025, driven by increased G&A tied to the pending business combination.
Extraordinary shareholder redemptions: holders of approximately 99.67% of outstanding Class A ordinary shares exercised redemption rights during the quarter.

Insights

Delay tied to a pending business combination and outsized shareholder redemptions.

The filing states the registrant requires more time to finalize financial statements and MD&A in connection with a pending business combination with Veraxa Biotech AG. The independent registered public accounting firm requires additional time to complete its review.

The combination-related disclosures and the audit review are the explicit gating factors; subsequent filings will show whether the combination or remaining cash/working capital are materially impacted. Timing for the eventual 10-Q is described as within five calendar days after the prescribed smaller reporting company due date.

Financials show a large earnings decline and near-total shareholder redemption.

The registrant reported net income of $180,499 for Q1 2026 versus $2,433,145 for Q1 2025, attributed to higher G&A tied to the pending transaction. The excerpt also reports holders redeemed approximately 99.67% of Class A shares during the quarter.

These disclosures are concrete in the excerpt and materially change the capital structure visible in filings; cash‑flow treatment and pro forma post‑combination balances are not shown in the provided text.

Key Figures

Net income (Q1 2026): $180,499 Net income (Q1 2025): $2,433,145 Class A redemptions: 99.67% +2 more

5 metrics

Net income (Q1 2026) $180,499 Three months ended March 31, 2026

Net income (Q1 2025) $2,433,145 Three months ended March 31, 2025

Class A redemptions 99.67% Redeemed by holders during the quarter ended March 31, 2026

Quarter end March 31, 2026 Period covered by the delayed Form 10-Q

Original filing date (SRC) May 15, 2026 Applicable original due date for smaller reporting companies

Key Terms

Rule 12b-25, redemption rights, management’s discussion and analysis

3 terms

Rule 12b-25 regulatory

"could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

redemption rights financial

"holders of approximately 99.67% of the Registrant’s outstanding Class A ordinary shares exercised their right to redeem"

Redemption rights are contractual provisions that allow a holder of a security—such as preferred shares, bonds, or certain fund units—to require the issuer to buy back the security under specified conditions, often at a set price or by a defined formula. For investors they act like a return policy that offers a forced exit or downside protection, affecting a security’s value, liquidity and the issuer’s cash planning.

management’s discussion and analysis financial

"complete the preparation of its financial statements, management’s discussion and analysis, and related disclosures"

Management’s discussion and analysis (MD&A) is a narrative section of a company’s financial filing where executives explain the recent financial results, underlying causes of those results, trends they see, and material risks and uncertainties in everyday language. Investors rely on it like a company’s report card with the manager’s comments—helping interpret raw numbers, judge future prospects and cash needs, and spot warnings or opportunities that the financial statements alone may not reveal.

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

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Accepted by SEC EDGAR 05/15/2026 - 02:41 PM

FAQ

Why did Voyager Acquisition (VACH) file a Form 12b-25?

The company needs more time to complete financial statements, MD&A and related disclosures tied to its pending business combination with Veraxa Biotech AG. Its auditor also requires additional time to finish the review.

When does Voyager expect to file the delayed Form 10-Q?

Voyager anticipates filing the Quarterly Report no later than the fifth calendar day following the prescribed due date for smaller reporting companies. The original applicable due date was May 15, 2026.

How did Voyager's reported net income change year-over-year?

Net income decreased to approximately $180,499 for the three months ended March 31, 2026 from approximately $2,433,145 for the three months ended March 31, 2025, primarily due to higher general and administrative expenses.

How extensive were shareholder redemptions during Q1 2026?

Holders of approximately 99.67% of the registrant's outstanding Class A ordinary shares exercised their right to redeem during the quarter, as stated in the filing excerpt.

Does the filing explain cash proceeds or post-redemption balances?

The excerpt discloses redemption percentage and net income impact but does not provide post-redemption cash balances or detailed proceeds allocation; those details may appear in the eventual 10-Q filing.

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 12b-25

	NOTIFICATION OF LATE FILING

(Check one):	☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

	For Period Ended: March 31, 2026

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q

	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Voyager Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

131 Concord Street

Address of Principal Executive Office (Street and Number)

Brooklyn, NY 11201

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Voyager Acquisition Corp. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Quarterly Report”) within the prescribed time because the Registrant requires additional time to complete the preparation of its financial statements, management’s discussion and analysis, and related disclosures in connection with the Registrant’s pending business combination with Veraxa Biotech AG and the significant shareholder redemptions that occurred during the quarter. The original filing date applicable to smaller reporting companies was May 15, 2026. The Registrant is still in the process of compiling the required information to complete the Quarterly Report, and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended March 31, 2026. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

PART IV - OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

	Adeel Rouf		347		720-2907
	(Name)		(Area Code)		(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant’s net income for the three months ended March 31, 2026 decreased to approximately $180,499, compared to net income of approximately $2,433,145 for the three months ended March 31, 2025, primarily due to a significant increase in general and administrative expenses in connection with the Registrant’s pending business combination with Veraxa Biotech AG. In addition, holders of approximately 99.67% of the Registrant’s outstanding Class A ordinary shares exercised their right to redeem such shares during the quarter.