European Molecular Biology Laboratory discloses 16.2% VRXA stake after SPAC merger

Rhea-AI Filing Summary

European Molecular Biology Laboratory filed a Schedule 13D reporting beneficial ownership of 22,891,235 Veraxa Biotech Holding AG ordinary shares, representing 16.2% of the class. The stake was acquired in connection with the June 8, 2026 business combination between Voyager Acquisition Corp. and Veraxa Biotech AG.

The shares were obtained for investment purposes, and the holder may increase or reduce its position over time. Certain shares are subject to a voting, support and lock-up agreement that restricts transfers for a period after closing. Company shareholders may also receive up to 5,000,000 additional earnout shares if future volume-weighted average price targets are met by dates through 2028.

Key Figures

Beneficial ownership: 22,891,235 shares Ownership percentage: 16.2% Shared voting power: 22,891,235 shares +5 more

8 metrics

Beneficial ownership 22,891,235 shares Shares beneficially owned by European Molecular Biology Laboratory

Ownership percentage 16.2% Percent of Veraxa ordinary share class represented by 22,891,235 shares

Shared voting power 22,891,235 shares Shares over which the holder reports shared voting power

Shared dispositive power 22,891,235 shares Shares over which the holder reports shared dispositive power

Potential earnout shares 5,000,000 shares Aggregate additional PubCo ordinary shares issuable as earnout consideration

VWAP threshold 1 $11.00 20 of 30 trading days before December 31, 2026

VWAP threshold 2 $12.50 20 of 30 trading days before December 31, 2027

VWAP threshold 3 $14.00 20 of 30 trading days before December 31, 2028

Key Terms

Business Combination Agreement, Earnout Shares, volume-weighted average price, Voting, Support and Lock-Up Agreement, +1 more

5 terms

Business Combination Agreement financial

"The Business Combination Agreement provides for, among other things, the Initial Merger and the Acquisition Merger"

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.

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.

volume-weighted average price financial

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

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

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"

beneficially owned financial

"The shares reported in this as beneficially owned by European Molecular Biology Laboratory"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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Available on EDGAR 06/22/2026 - 03:02 PM Accepted by SEC EDGAR 06/16/2026 - 03:54 PM Learn about SEC filing dates

FAQ

What stake in Veraxa Biotech Holding AG (VRXA) does European Molecular Biology Laboratory report?

European Molecular Biology Laboratory reports beneficial ownership of 22,891,235 Veraxa ordinary shares, equal to 16.2% of the outstanding class. This position arose from the closing of the business combination between Voyager Acquisition Corp. and Veraxa Biotech AG on June 8, 2026.

How did European Molecular Biology Laboratory acquire its VRXA shares?

The shares were acquired in connection with the closing of a business combination between Voyager Acquisition Corp. and Veraxa Biotech AG on June 8, 2026. Under the Business Combination Agreement, Veraxa merged into PubCo, which then became Veraxa Biotech AG, issuing the reported shares.

What are the earnout share terms mentioned for Veraxa Biotech (VRXA)?

Company shareholders can receive up to 5,000,000 additional earnout shares if VRXA’s volume-weighted average price reaches $11.00, $12.50, and $14.00 for 20 of 30 trading days before December 31, 2026, 2027, and 2028, respectively, as additional business combination consideration.

Is European Molecular Biology Laboratory restricted from immediately selling its VRXA shares?

Yes. Under a Voting, Support and Lock-Up Agreement, the holder and other shareholders agreed not to transfer certain PubCo ordinary shares for a specified period after the acquisition closing, subject to limited exceptions, in addition to voting commitments supporting the transaction.

What voting and dispositive powers does European Molecular Biology Laboratory report for VRXA?

The filing shows shared voting power over 22,891,235 shares and shared dispositive power over the same amount, with no sole voting or dispositive power. This means decisions over these shares are shared with other relevant parties rather than controlled unilaterally.

What future actions might European Molecular Biology Laboratory take regarding its VRXA stake?

The holder states it acquired the shares for investment purposes and may acquire more or dispose of some or all shares over time. Any such decisions will depend on market conditions, Veraxa’s performance, share price, and other investment considerations.

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)

Jurgen Bauer
Meyerhoferstrasse 1,
Heidelberg, 2M, 69117
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

European Molecular Biology Laboratory

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

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,891,235.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,891,235.00

11

Aggregate amount beneficially owned by each reporting person

22,891,235.00

12

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

13

Percent of class represented by amount in Row (11)

16.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(8) The shares reported in this Schedule 13D as beneficially owned by European Molecular Biology Laboratory (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 European Molecular Biology Laboratory (the "Reporting Person").
(b)	The principal business address of the Reporting Person is Meyerhoferstrasse 1, Heidelberg, Germany 69117.
(c)	The Reporting Person is a shareholder of the Issuer.
(d)	N/A
(e)	N/A
(f)	The Reporting Person is a Germany 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 Voting Agreement, dated as of June 9, 2026, by and among Veraxa Biotech Holding AG, Voyager Acquisition Sponsor Holdco LLC, and Adeel Rouf.

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.

European Molecular Biology Laboratory

Signature:	European Molecular Biology Laboratory
Name/Title:	Jurgen Bauer, Deputy Managing Director
Date:	06/16/2026