Major Veraxa (VRXA) shareholder reports 15.9% stake and potential 5M earnout shares

Rhea-AI Filing Summary

Gilbert Edgar Schoeni filed a Schedule 13D reporting a significant ownership position in Veraxa Biotech Holding AG following a business combination with Voyager Acquisition Corp. He reports beneficial ownership of 22,539,749 ordinary shares, representing 15.9% of the class, with sole voting and dispositive power over these shares.

The shares were acquired in connection with the closing of the business combination completed on June 8, 2026, under a Business Combination Agreement among Voyager, Veraxa entities and other parties. Schoeni states the shares are held for investment purposes but may be increased or reduced depending on market and company factors.

Under a Voting, Support and Lock-Up Agreement, certain PubCo ordinary shares are restricted from transfer for a specified period after closing, subject to exceptions. Company shareholders may also receive up to 5,000,000 additional earnout shares if volume-weighted average price conditions of $11.00, $12.50 and $14.00 are met by dates through December 31, 2028.

Insights

Equity ownership & governance analyst

Filing reveals a large post-merger stake with earnout-linked upside.

Gilbert Edgar Schoeni discloses beneficial ownership of 22,539,749 Veraxa ordinary shares, or 15.9% of the class, following the business combination between Voyager Acquisition Corp. and Veraxa Biotech AG. He holds sole voting and dispositive power over this stake.

The position arose from the Business Combination Agreement that closed on June 8, 2026, with Veraxa becoming the surviving issuer. A Voting, Support and Lock-Up Agreement limits transfers of certain shares for a specified post-closing period, which can help stabilize the float immediately after the transaction.

There is also upside potential for existing company shareholders through up to 5,000,000 Earnout Shares if VWAP hurdles of $11.00, $12.50 and $14.00 are achieved by December 31, 2026, December 31, 2027 and December 31, 2028, respectively. Actual impact on ownership and trading dynamics will depend on future share price performance and any subsequent transactions reported in later filings.

Key Figures

Beneficial ownership: 22,539,749 shares Ownership percentage: 15.9% of class Sole voting power: 22,539,749 shares +5 more

8 metrics

Beneficial ownership 22,539,749 shares Ordinary shares beneficially owned by Gilbert Edgar Schoeni

Ownership percentage 15.9% of class Percent of Veraxa ordinary shares outstanding represented by Schoeni’s holdings

Sole voting power 22,539,749 shares Shares over which Schoeni has sole voting power

Earnout shares capacity 5,000,000 shares Aggregate additional PubCo ordinary shares issuable as Earnout Shares

First VWAP hurdle $11.00 VWAP required for 20 of 30 trading days before December 31, 2026

Second VWAP hurdle $12.50 VWAP required for 20 of 30 trading days before December 31, 2027

Third VWAP hurdle $14.00 VWAP required for 20 of 30 trading days before December 31, 2028

Event date June 10, 2026 Date of event requiring the Schedule 13D filing

Key Terms

Business Combination Agreement, Voting, Support and Lock-Up Agreement, Earnout Shares, VWAP, +1 more

5 terms

Business Combination Agreement financial

"The shares reported ... were acquired upon the closing of a business combination ... pursuant to a Business Combination Agreement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Voting, Support and Lock-Up Agreement financial

"the Reporting Person is party to that certain Voting, Support and Lock-Up Agreement among SPAC, the Company, and certain shareholders"

Earnout Shares financial

"the Company Shareholders have the right to receive an aggregate of up to 5,000,000 additional PubCo Ordinary Shares (the "Earnout Shares")"

Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.

VWAP financial

"in the event that: (i) the volume-weighted average price ("VWAP") of the PubCo Ordinary Shares equals or exceeds $11.00"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G ... and is filing this schedule"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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Available on EDGAR 06/22/2026 - 03:02 PM Accepted by SEC EDGAR 06/15/2026 - 03:23 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Veraxa Biotech Holding AG

(Name of Issuer)

Ordinary Shares, par value CHF 100/11325 per share

(Title of Class of Securities)

H9130A111

(CUSIP Number)

Gilbert Schoeni
Bergackerweg 10,
Mulligen, V8, 5243
0000000000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): H9130A111

1

Name of reporting person

Schoeni Gilbert Edgar

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 22,539,749.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 22,539,749.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

22,539,749.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(7) The shares reported in this Schedule 13D as beneficially owned by Gilbert Edgar Schoeni (the "Reporting Person") were acquired upon the closing of a business combination between Voyager Acquisition Corp. ("Voyager") and Veraxa Biotech AG ("Veraxa"; such transaction with Voyager, the "Business Combination") on June 8, 2026 (the "Closing Date"), pursuant to a Business Combination Agreement by and among Voyager, Veraxa, Veraxa Biotech AG ("PubCo"), Veraxa Cayman Merger Sub ("Merger Sub"), and Oliver Baumann, solely in his capacity as shareholder representative, Voyager merged with and into Merger Sub, with Merger Sub being the surviving company and a wholly owned subsidiary of PubCo. Following, Veraxa merged with and into PubCo, with PubCo being the surviving company. Following the consummation of the Business Combination, PubCo changed its name to "Veraxa Biotech AG" (the "Issuer").

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value CHF 100/11325 per share
(b)	Name of Issuer: Veraxa Biotech Holding AG
(c)	Address of Issuer's Principal Executive Offices: TALACKER 35, ZURICH, SWITZERLAND , 8001.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Gilbert Edgar Schoeni (the "Reporting Person").
(b)	The principal business address of the Reporting Person is Bergackerweg 10, Mulligen, Switzerland 5243.
(c)	The Reporting Person is a shareholder of the Issuer.
(d)	N/A
(e)	N/A
(f)	The Reporting Person is a Switzerland citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	The source of the funding for the Common Shares acquired under the Merger Agreement is more fully described in Item 4 below.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the PubCo Ordinary Shares reported herein in connection with the closing of the Business Combination as described in Item 3 above. The Reporting Person acquired the PubCo Ordinary Shares for investment purposes. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, the Issuer's financial condition, results of operations, share price and other relevant factors, the Reporting Person may from time to time acquire additional PubCo Ordinary Shares, dispose of all or a portion of the PubCo Ordinary Shares beneficially owned by the Reporting Person, or take any other available courses of action (which may include, without limitation, any plans or proposals described in clauses (a)-(j) of Item 4 of Schedule 13D), in any case in one or more transactions. The Reporting Person does not have any present plans or proposals which relate to or would result in any of the actions specified in Item 4(a)-(j) of Schedule 13D, except as described below: As described in Item 6 below, the Reporting Person is party to that certain Voting, Support and Lock-Up Agreement among SPAC, the Company, and certain shareholders of the Company (the "Company Shareholder Support Agreement"), pursuant to which the Reporting Person agreed, among other things, not to transfer certain PubCo Ordinary Shares for a specified period following the Acquisition Closing, subject to certain exceptions. In addition, the Company Shareholders have the right to receive an aggregate of up to 5,000,000 additional PubCo Ordinary Shares (the "Earnout Shares") during each of the three fiscal years after the Closing Date, in the event that: (i) the volume-weighted average price ("VWAP") of the PubCo Ordinary Shares equals or exceeds $11.00 for 20 trading days during any 30 consecutive trading day period prior to December 31, 2026; (ii) the VWAP equals or exceeds $12.50 for 20 trading days during any 30 consecutive trading day period prior to December 31, 2027; and (iii) the VWAP equals or exceeds $14.00 for 20 trading days during any 30 consecutive trading day period prior to December 31, 2028.
Item 5.	Interest in Securities of the Issuer
(a)	See rows 11 and 13 of the cover page for each Reporting Person. Item 2 and the description of the arrangements set forth in Item 6 are incorporated by reference.
(b)	See rows 7 through 10 of the cover page for each Reporting Person. Item 2 and the description of the arrangements set forth in Item 6 are incorporated by reference.
(c)	Except as disclosed in Item 3 of this Schedule 13D, the Reporting Persons have not effected a transaction in the Common Shares in the past 60 days.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Business Combination Agreement On April 22, 2025, SPAC, the Company, and the Company Shareholder Representative entered into the Business Combination Agreement, which was subsequently amended on October 18, 2025 and further amended on February 2, 2026.The Business Combination Agreement provides for, among other things, the Initial Merger and the Acquisition Merger as described in Item 3 above. The description of the Business Combination Agreement set forth in the Proxy Statement/Prospectus filed with the SEC on February 19, 2026 (Registration No. 333-289108) is incorporated herein by reference. Voting, Support and Lock-Up Agreement Concurrently with the execution of the Business Combination Agreement, SPAC, the Company, and certain shareholders of the Company entered into the Company Shareholder Support Agreement, pursuant to which certain shareholders of the Company agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of the Company called to seek approval of the transactions contemplated in the Business Combination Agreement; (b) to vote in favor of the transactions contemplated by the Business Combination Agreement; (c) to vote against any proposals that would materially impede the transactions; (d) not to sell or transfer any of their Company Shares prior to closing; and (e) for a specified period after the Acquisition Closing, not to transfer certain PubCo Ordinary Shares received in the transaction, subject to certain exceptions. Earnout Shares As additional consideration for the Business Combination, the Company Shareholders have the right to receive an aggregate of up to 5,000,000 Earnout Shares upon satisfaction of the applicable VWAP Conditions as described in Item 4 above.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Business Combination Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG and Oliver Baumann (incorporated by reference to the registration statement on Form F-4, Registration No. 333-289108, filed with the SEC) Exhibit B Amendment to Business Combination Agreement, dated as of October 18, 2025 (incorporated by reference to the registration statement on Form F-4, Registration No. 333-289108, filed with the SEC Exhibit C Second Amendment and Waiver to Business Combination Agreement, dated as of February 2, 2026 (incorporated by reference to the registration statement on Form F-4, Registration No. 333-289108, filed with the SEC Exhibit D Company Shareholder Support Agreement, dated as of April 22, 2025, as amended on February 12, 2026 (incorporated by reference to the registration statement on Form F-4, Registration No. 333-289108, filed with the SEC)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Schoeni Gilbert Edgar

Signature:	/s/ Gilbert Edgar Schoeni
Name/Title:	Gilbert Schoeni
Date:	06/15/2026

FAQ

What stake in Veraxa Biotech Holding AG (VRXA) does Gilbert Edgar Schoeni report?

Gilbert Edgar Schoeni reports beneficial ownership of 22,539,749 ordinary shares of Veraxa Biotech Holding AG, representing 15.9% of the outstanding class. He has sole voting and dispositive power over these shares, making him a significant shareholder following the business combination closing.

How did Gilbert Edgar Schoeni acquire his Veraxa (VRXA) shares?

Schoeni acquired his Veraxa shares in connection with the closing of a business combination between Voyager Acquisition Corp. and Veraxa Biotech AG on June 8, 2026. The shares were received under the Business Combination Agreement as part of that transaction, rather than through open-market purchases.

What are the key earnout terms disclosed for Veraxa (VRXA) shareholders?

Company shareholders may receive up to 5,000,000 additional PubCo ordinary shares as earnout consideration. These Earnout Shares vest in three tranches if the VWAP reaches $11.00, $12.50, and $14.00 for 20 of 30 trading days by year-end 2026, 2027, and 2028, respectively.

Is there a lock-up affecting Veraxa (VRXA) shares held by Gilbert Edgar Schoeni?

Yes. Under a Voting, Support and Lock-Up Agreement, certain PubCo ordinary shares received in the business combination cannot be transferred for a specified period following the acquisition closing, subject to defined exceptions. This agreement aims to restrict immediate post-closing sales by specified shareholders.

What flexibility does Gilbert Edgar Schoeni state regarding his Veraxa (VRXA) investment?

Schoeni states he acquired the PubCo ordinary shares for investment purposes. Depending on market conditions, Veraxa’s financial performance, share price and other factors, he may acquire additional shares, sell part or all of his holdings, or pursue other actions described under Item 4 of Schedule 13D.

When did the Veraxa Biotech and Voyager business combination close?

The business combination between Voyager Acquisition Corp. and Veraxa Biotech AG closed on June 8, 2026. At closing, Voyager merged into a merger subsidiary, followed by Veraxa merging into PubCo, which then became the surviving company and changed its name to Veraxa Biotech AG.