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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.
Voyager Acquisition Corp. received an updated large-holder report showing that investment firms managed by LMR collectively beneficially own 1,042,000 Class A Ordinary Shares. As of December 31, 2025, this stake represents about 4.1% of the company’s outstanding Class A shares.
The shares are held through LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd, each directly owning 521,000 Class A shares. Each fund also holds warrants to purchase 544,500 additional Class A shares at an exercise price of $11.50, exercisable after Voyager completes its initial business combination.
LMR reports shared voting and dispositive power over all 1,042,000 shares, with no sole voting or dispositive power. The percentage ownership is based on 25,300,000 Class A shares outstanding as of November 14, 2025, as reported in Voyager’s Form 10-Q.
W. R. Berkley Corporation, through its subsidiary Berkley Insurance Company, reports beneficial ownership of 1,800,824 Class A ordinary shares of Voyager Acquisition Corp., equal to 7.1% of the class as of 12/31/2025.
The reporting persons have shared voting and dispositive power over all 1,800,824 shares and no sole voting or dispositive power. They state the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Voyager Acquisition Corp.
Voyager Acquisition Corp. updated the terms of its planned merger with Veraxa Biotech AG. The parties signed a Second Amendment to their Business Combination Agreement, increasing the aggregate merger consideration to
Veraxa agreed to waive a condition in the existing agreement so Voyager can ask its shareholders to amend its charter to remove a net tangible asset requirement of
Separately, Voyager’s sponsor agreed in a First Amendment to the Sponsor Support Agreement that, at closing, it will forfeit for cancellation 200,000 Class B ordinary shares and 400,000 SPAC warrants for no consideration. An equivalent number of PubCo ordinary shares and PubCo warrants will instead be issued to Veraxa shareholders, modestly shifting economics toward the target’s owners.
Voyager Acquisition Corp. filed a report furnishing an investor presentation for its proposed business combination with Veraxa Biotech AG. The presentation, dated September 5, 2025, is provided as Exhibit 99.1 and is intended for distribution to investors and use in in-person presentations describing the planned transaction among Voyager, Veraxa Biotech AG, Veraxa Biotech Holding AG (PubCo), and Veraxa Cayman Merger Sub.
The report emphasizes that the information in the presentation is being furnished under Regulation FD and is not deemed filed for liability purposes under U.S. securities laws. It includes extensive cautionary language on forward-looking statements, outlining numerous risks that could cause actual results to differ from projections, and explains that a registration statement on Form F-4 and proxy materials will be filed for shareholder consideration of the business combination.
Voyager Acquisition Corp./Cayman Islands received a joint Schedule 13G/A disclosing sizable passive stakes held by First Trust entities. First Trust Merger Arbitrage Fund (VARBX) reports ownership of 1,405,632 shares representing 5.56% of the Class A common shares, with sole voting and dispositive power. First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively report ownership of 1,617,947 shares, representing 6.40%, also with sole voting and dispositive power. The filers state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Magnetar Financial LLC and related entities filed Amendment No.2 to Schedule 13G on Voyager Acquisition Corp. Class A ordinary shares (CUSIP G93A7H104) for the period ended 30 Jun 2025.
- Total shares reported: 2,156,220
- Ownership percentage: 8.52 % of the 25.3 million shares outstanding
- Voting/Disposition: 0 sole power; 2,156,220 shared power
- Reporting Persons: Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman
- Shares are allocated across eight Magnetar-managed funds, largest being Constellation Master Fund (500,940 shares)
- Filing made under Rule 13d-1 (c) as passive investors; certification confirms no intent to influence control of the issuer
All entities share the same business address in Evanston, IL. A joint filing agreement and existing power-of-attorney are included as exhibits. Signature date: 8 Aug 2025.