Veraxa Biotech Holding AG (now Veraxa Biotech AG) files F-4 for Voyager SPAC deal

Veraxa Biotech Holding AG, a Swiss company the filing calls PubCo, filed a registration statement on Form F-4 dated July 16, 2025 for its planned business combination with Voyager Acquisition Corp., a Cayman Islands special purpose acquisition company. Voyager is listed as co-registrant. The document is a preliminary proxy statement and prospectus, marked subject to completion, and the date of Voyager's extraordinary general meeting is left blank.

The parties to the Business Combination Agreement, dated as of April 22, 2025, are Voyager, Veraxa Biotech AG, a Swiss public limited company, and Oliver Baumann, solely as shareholder representative for the company. The filing says the sponsor formed PubCo, which in turn formed Veraxa Cayman Merger Sub as a wholly owned subsidiary.

The two-step structure

First, Voyager merges into Veraxa Cayman Merger Sub, which becomes a wholly owned subsidiary of PubCo. Voyager shareholders vote on that initial merger, on the business combination proposal and on advisory proposals covering organizational documents. Then, as soon as practicable and not less than twenty-four hours after the initial merger, Veraxa Biotech AG merges into PubCo, which survives.

Share exchange and redemptions

If no Voyager shareholders redeem, the 25,300,000 outstanding SPAC Class A ordinary shares would be exchanged for 25,300,000 PubCo ordinary shares, and the 6,325,000 SPAC Class B ordinary shares for 6,325,000 PubCo ordinary shares. The 14,182,189 outstanding Company Shares would be exchanged for 130,000,000 PubCo ordinary shares, and company shareholders could receive up to 5,000,000 additional PubCo ordinary shares in each of the three fiscal years after closing if an earnout event occurs. The 12,650,000 SPAC public warrants and 7,665,000 SPAC private warrants would be exchanged for the same numbers of PubCo warrants. The filing sets out ownership percentages under several redemption scenarios, and they differ widely depending on how many public shares are redeemed.

Public shareholders can redeem for a pro rata portion of the trust account, including interest, calculated two business days before closing. Redemption requires a written demand and delivery of shares to Continental Stock Transfer & Trust Company, the SPAC's transfer agent. The sponsor, Voyager Acquisition Sponsor Holdco LLC, and the SPAC's directors have agreed not to redeem the Class B shares they hold. The sponsor paid $25,000 in total for the 6,325,000 Class B shares held by it, the directors and officers, and a third-party vendor.

What Voyager raised

The filing says Voyager's IPO net proceeds from its units, after offering expenses of approximately $1,173,390 and underwriting commissions of $4,400,000, were $255,091,610. Deferred underwriting commissions of $12,045,000 are excluded from that figure and listed separately. How much cash the combined company keeps depends on how many public shares are redeemed.

The business being acquired

The risk factors describe Veraxa as a company developing oncology product candidates, and they say it has never commercialized a product. They also say that since its inception it has used substantial amounts of cash, and that oncology development is capital intensive. The filing expects continued substantial spending on research, clinical trials, regulatory approvals and commercial build-out.

Veraxa's independent auditor's report for 2024 includes an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern, and the filing says the company will need substantial additional capital even after the combination closes. Voyager's own auditor's report carries the same going-concern warning about the SPAC. The risk factors also warn that early results may not predict later ones.

Advisers and counsel

The F-4 lists Duane Morris LLP of Washington, D.C., with Andrew M. Tucker and Rebekah D. McCorvey, as the firm to receive copies of communications for the registrant. Winston & Strawn LLP of Houston, with Michael J. Blankenship, is agent for service for Voyager and hosts the extraordinary general meeting at its offices, with a virtual option. The filing names no financial advisor, fairness opinion provider or placement agent for the combination; its list of defined terms includes Cantor Fitzgerald & Co., Inc. without describing a role for it.

What remains open

The filing gives no meeting date, closing date or outside date. Voyager shareholders are being asked to approve a combination whose final size depends on redemptions, and the filing leaves that outcome open.

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