ボイジャーアクイジションの適時開示・重要契約・その他

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 16, 2025

Voyager Acquisition Corp./Cayman Islands

VOYAGER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42211		00-0000000N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

131 Concord Street

Brooklyn, NY 11201

(Address of principal executive offices)

(347) 720-2907

(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one half of one redeemable warrant	VACHU	The Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share	VACH	The Nasdaq Global Market
Warrants, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation	VACHW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement.

Joinder Agreement

On July 16, 2025, Voyager Acquisition Corp. (the “Company”) entered into a Joinder Agreement (the “Joinder Agreement”) by and among the Company, Veraxa Biotech AG (“Veraxa”), Oliver Baumann, in his capacity as representative for the shareholders of Veraxa, Veraxa Biotech Holding AG (“PubCo”), and Veraxa Cayman Merger Sub (“Merger Sub”). The Joinder Agreement relates to the previously announced Business Combination Agreement and Plan of Merger, dated as of April 22, 2025 (the “BCA”), by and among the Company, Veraxa, and Oliver Baumann, as previously disclosed on Form 8-K on April 23, 2025.

Pursuant to the Joinder Agreement, PubCo and Merger Sub have become parties to the BCA and are fully bound by, and subject to, all the covenants, terms, representations, warranties, rights, obligations, and conditions of the BCA applicable to them as though they were original parties thereto. The Joinder Agreement also sets forth the mechanics for the transfer of assets and liabilities from the Company to Merger Sub and the subsequent contribution of Merger Sub shares to PubCo, as contemplated by the BCA. The Joinder Agreement includes customary representations, warranties, and releases by PubCo and Merger Sub, and confirms the ownership structure and management of PubCo and Merger Sub as of the date of the Joinder Agreement.

The foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joinder Agreement, which is filed as Exhibit 10.1 hereto.

Forward-Looking Statements

This Current Report on Form 8-K, including the description of the transactions, agreements, and other information contained herein and the exhibits hereto (collectively, this “Communication”) includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed Business Combination, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this Communication, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the Company and Veraxa, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company and Veraxa, which are all subject to change due to various factors. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this Communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.

The forward-looking statements and financial forecasts and projections contained in this Communication are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the Business Combination and the other transactions in connection therewith, including as a result of any regulatory approvals that are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or that the approval of the shareholders of the Company or Veraxa is not obtained; the risk that the business combination disrupts current plans and operations of the Company or Veraxa as a result of the announcement and consummation of the Business Combination; the ability of Veraxa to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of PubCo’s securities on Nasdaq following the Business Combination; failure to realize the anticipated benefits of the Business Combination; risk relating to the uncertainty of the projected financial information with respect to Veraxa; the amount of redemption requests made by the Company’s shareholders and the amount of funds available in the the Company trust account; the overall level of demand for Veraxa’s services; general economic conditions and other factors affecting Veraxa’s business; Veraxa’s ability to implement its business strategy; Veraxa’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Veraxa’s business, Veraxa’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; Veraxa’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Veraxa’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic risks and the impact of such changes on Veraxa’s business. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of PubCo’s Registration Statement (as defined below), the proxy statement/consent solicitation statement/prospectus discussed below and other documents filed by PubCo or the Company from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, there may be additional risks that neither the Company nor Veraxa presently know, or that the Company or Veraxa currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect the Company’s and Veraxa’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or the Company’s or Veraxa’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Forward-looking statements speak only as of the date they are made. The Company and Veraxa anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, the Company and Veraxa may elect to update these forward-looking statements at some point in the future, PubCo, the Company and Veraxa specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by Veraxa nor the Company or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing the Company’s or Veraxa’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of Veraxa and the Company contained herein are not, and do not purport to be, appraisals of the securities, assets or business of Veraxa, the Company or any other entity.

Important Information About the Proposed Transactions and Where to Find It

This Communication relates to a proposed Business Combination between Veraxa and the Company. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed Business Combination will be submitted to the shareholders of Veraxa and the Company for their consideration.

PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to the Company’s shareholders in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the proposed Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Veraxa’s shareholders in connection with the completion of the prosed Business Combination. the Company and PubCo also will file other documents regarding the proposed Business Combination with the SEC.

After the Registration Statement has been filed and declared effective, the Company will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination. This Communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that the Company will send to its shareholders in connection with the Business Combination. the Company’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with the Company’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about the Company, PubCo, Veraxa and the proposed Business Combination. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to the Company. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

The Company, PubCo and Veraxa and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Company’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s shareholders in connection with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus when it is filed with the SEC. You can find more information about the Company’s directors and executive officers in the Company’s final prospectus filed with the SEC on August 12, 2024. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This Communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are being filed herewith:

(d) Exhibits

Exhibit Number		Description
10.1		Joinder Agreement, dated as of July 16, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG, Oliver Baumann, Veraxa Biotech Holding AG, and Veraxa Cayman Merger Sub.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 16, 2025	VOYAGER ACQUISITION CORP.

	By:	/s/ Adeel Rouf
	Name:	Adeel Rouf
	Title:	President and Chief Executive Officer

EX-10.1 2 voyageracq_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of July 16, 2025 (this “Joinder Agreement”), to that certain business combination agreement and plan of merger, dated April 22, 2025 (the “BCA”), by and among Voyager Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Veraxa Biotech AG, a public limited company organized under the Laws of Switzerland (the “Company”), and Oliver Baumann, an individual, solely in his capacity as representative for the Company Shareholders (the “Shareholder Representative”), is made and entered into as of the date hereof by and among SPAC, the Company, the Shareholder Representative, Veraxa Biotech Holding AG, a public company organized under the Laws of Switzerland (“Pubco”), and Veraxa Cayman Merger Sub, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of PubCo (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.

WHEREAS, each of PubCo and Merger Sub was formed after the effective date of the BCA for the purpose of participating in the transactions contemplated thereby; and

WHEREAS, the parties hereto desire to execute this Joinder Agreement pursuant to which each of PubCo and Merger Sub shall become a party to the BCA.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder Agreement hereby agree as follows:

1. Agreement to Be Bound. Each of PubCo and Merger Sub hereby agrees that upon execution of this Joinder Agreement, it shall become a party to the BCA and shall be fully bound by, and subject to, all the covenants, terms, representations, warranties, rights, obligations, and conditions of the BCA applicable to it as though an original party thereto. Each of SPAC, the Company and the Shareholder Representative consents to such joinder.

2. Merger Sub Shares; Contribution. Upon the terms and subject to the conditions set forth in the BCA, Merger Sub will issue Merger Sub Shares to the Contribution Agent, acting in its own name but for the account of SPAC and the SPAC Shareholders, in exchange for the SPAC assets and liabilities transferred to Merger Sub upon consummation of the Initial Merger. Immediately after the Initial Merger, the Contribution Agent will contribute to PubCo, free and clear of all Liens, the Merger Sub Shares without consideration as an equity contribution into the capital contribution reserves. Each of PubCo and Merger Sub hereby acknowledges, agrees with, consents to, and approves in all respects (i) the mechanics for the transfer of the SPAC assets and liabilities to Merger Sub pursuant to the BCA (including, for the avoidance of doubt, the schedules and exhibits to the BCA), (ii) the components of transfer of the SPAC assets and liabilities to Merger Sub set forth in Section 2.2 of the BCA, and (iii) the subsequent Contribution to PubCo. Each of PubCo and Merger Sub acknowledges and agrees, without limiting any of its other express obligations under the BCA, including, without limitation, under Section 2.2 of the BCA, that each of PubCo and Merger Sub shall have no claim against SPAC and the Company, respectively, with respect to the transfer of the SPAC assets and liabilities to Merger Sub and the subsequent Contribution to PubCo.

3. Representations. Each of PubCo and Merger Sub has received and carefully reviewed the BCA, and the schedules, exhibits, and annexes thereto and the documents contemplated thereby, is familiar with the transactions contemplated hereby and thereby, and fully understands the terms and conditions set forth herein and in the BCA. Each of PubCo and Merger Sub has consulted with, or had the opportunity to consult with, independent advisors and counsel regarding such holder’s rights and obligations under this Joinder Agreement and the BCA and intends for such terms to be binding upon and enforceable against PubCo and Merger Sub. Each of PubCo and Merger Sub represents and warrants to SPAC, the Company and the Shareholder Representative that:

each of PubCo and Merger Sub has all requisite capacity, power, and authority to execute and deliver this Joinder Agreement and to perform its respective obligations hereunder;

the execution, delivery, and performance of this Joinder Agreement by each of PubCo and Merger Sub has been duly authorized by all necessary action of such party, if any, and no other action or other applicable proceeding on the part of PubCo or Merger Sub is necessary to authorize this Joinder Agreement;

this Joinder Agreement has been duly and validly executed and, assuming the due authorization, execution, and delivery of this Joinder Agreement by each other party hereto, constitutes a legal, valid, and binding obligation of each of PubCo and Merger Sub, enforceable against PubCo and Merger Sub in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief; and

the execution, delivery, and performance of this Joinder Agreement by each of PubCo and Merger Sub will not (with or without the passage of time or the giving of notice, or both): (i) if each of PubCo and Merger Sub is not a natural person, contravene, conflict with, or result in a violation or breach of the organizational documents of each respective party; (ii) contravene, conflict with, or result in a violation or breach of any contract to which each of PubCo and Merger Sub is a party or by which each is bound; or (iii) violate any law or any judgment, decree, order, regulation, or rule of any court or other Governmental Body applicable to each of PubCo and Merger Sub or their respective properties or assets.

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4. Release. Each of PubCo and Merger Sub, on behalf of itself and its respective successors, assigns, and affiliates, hereby irrevocably and unconditionally (and effective as of the Signing Date) releases, waives, and forever discharges SPAC, the Company and the Shareholder Representative and their respective affiliates, subsidiaries, shareholders, members, partners, managers, directors, officers, employees, agents, representatives, predecessors, successors, and assigns from any and all actions, causes of action, suits, claims, proceedings, orders, demands, debts, controversies, agreements, promises, damages, remedies, liabilities, obligations, costs, expenses, and losses of any kind whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, in law or in equity, that each of PubCo and Merger Sub ever had, now has, or hereafter can, shall, or may have, arising out of or relating to any matter, cause, or thing occurring at or prior to the Effective Time, in each case solely in connection with or arising out of the negotiation, execution, or performance of this Joinder Agreement, the Business Combination, or the transactions contemplated therein, except for any rights or obligations arising under this Joinder Agreement or any other Transaction Document.

5. Capitalization. Upon execution of this Joinder Agreement, each of PubCo and Merger Sub hereby confirms and certifies its respective ownership structure and management, including the number and class of shares or other equity interests held by each owner, as set forth opposite each holder’s name in the spreadsheet attached hereto as Exhibit A. Each of PubCo and Merger Sub hereby represents and warrants that such respective spreadsheet accurately reflects the respective ownership and management of Merger Sub and PubCo as of the date hereof. Each of PubCo and Merger Sub, on behalf of itself and its affiliates and related parties, hereby releases and forever discharges the Shareholder Representative, SPAC and the Company, and each of their respective affiliates, related parties, officers, directors, employees, agents, successors, and assigns from any and all claims, demands, causes of action, liabilities, or obligations, whether known or unknown, arising out of or relating to each of their respective ownership structure and management information provided in Exhibit A pursuant to this section, except for claims arising from fraud or willful misconduct. Nothing in this section shall be construed as a waiver of any rights that cannot be waived under applicable law.

6. Successors and Assigns. This Joinder Agreement shall be binding upon, be enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

7. Entire Agreement. This Joinder Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof and, except as expressly provided in this Joinder Agreement or the BCA, supersedes all prior negotiations, representations, or agreements, either oral or written, with respect to such subject matter.

8. Counterparts. This Joinder Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. This Joinder Agreement may be executed and delivered by facsimile or electronic transmission.

9. Headings. The headings contained in this Joinder Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

10. Miscellaneous. Sections 12.1, 12.8, 12.9, 12.13, 12.14, 12.15, 12.16, 12.17, 12.18, and 12.19 of the BCA shall apply, mutatis mutandis, to this Joinder Agreement.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be effective as of the date first written above.

	SPAC:

	VOYAGER ACQUISITION CORP.

	By:	/s/ Adeel Rouf
	Name:	Adeel Rouf
	Title:	President and Chief Executive Officer