ZURICH, May 20, 2025 (GLOBE NEWSWIRE) -- VERAXA Biotech AG (“VERAXA”), an emerging leader in designing novel cancer therapies and proposed de-SPAC acquisition target of Voyager Acquisition Corp. (NASDAQ:VACH, “Voyager”), announced today the appointment of Rick Austin, Ph.D. as Chief Scientific Officer, effective May 1st. Dr. Austin brings more than 25 years of leadership across oncology discovery and early development and will play a key role In advancing VERAXA's BiTAC platform and clinical-stage pipeline. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-42211 Voyager Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands N/A ...

Company Overview - VERAXA Biotech AG is an emerging leader in designing novel cancer therapies, focusing on a comprehensive pipeline of next-generation cancer therapies through its proprietary Bi-Targeted Antibody Cytotoxicity (BiTAC) technology platform [1][2] - The company is advancing a premier drug discovery and development engine for antibody-drug conjugates (ADCs) and other novel antibody-based therapy concepts [2] Business Combination - VERAXA has entered into a definitive business combination agreement with Voyager Acquisition Corp, which will create a publicly traded clinical-stage biopharmaceutical company [1] - The transaction values VERAXA at a pre-money equity value of $1.3 billion, with existing shareholders receiving approximately 130 million ordinary shares of the combined company [6][10] - The business combination is expected to close in the fourth quarter of 2025, subject to shareholder approval and customary closing conditions [13] Market Potential - The global TCE market is projected to reach $112 billion by 2030, with a compound annual growth rate (CAGR) of over 44%, while the global ADC market is expected to reach $57 billion by 2030, with a CAGR close to 30% [3] - The company aims to address the limitations of current cancer therapies by developing next-generation therapies with improved safety and efficacy profiles [4] Pipeline and Development - VERAXA's pipeline includes nine discovery and development programs at various stages, with the most advanced asset, VX-A901, showing potent anti-cancer activity [4] - The company is pursuing both internal innovation and strategic partnerships to enhance its pipeline, anticipating three proprietary development programs in the clinic by 2029 [4][6] Leadership and Support - The leadership team includes experienced professionals such as CEO Christoph Antz, Ph.D., and CBO Heinz Schwer, Ph.D., MBA, both of whom have backgrounds in venture capital [5] - The company is supported by international scientific advisors, including experts in immuno-oncology [8] Financial Strategy - VERAXA is actively raising a crossover financing round expected to close before the business combination, which will provide sufficient capital for the next two years [12] - Upon closing, the combined entity is expected to have an implied pro forma equity value of approximately $1.64 billion, with access to up to $253 million in cash held in trust by Voyager [11]

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on August 8, 2024, raising gross proceeds of $253 million from the sale of 25,300,000 Units at $10.00 per Unit[154]. - The private placement associated with the IPO generated an additional $7.665 million from the sale of 7,665,000 units, with each unit priced at $1.00[154]. - The company has placed $254,265,000 from the IPO and private placement proceeds into a Trust Account, which is invested in U.S. government treasury bills[155]. - A deferred underwriting commission of $12,045,000 is due upon the completion of the initial Business Combination[173]. Financial Performance - As of December 31, 2024, the company reported a net income of $4,141,371, primarily from $4,675,702 in income from investments held in the Trust Account[157]. - The company has a cash balance of $668,285 held outside the Trust Account as of December 31, 2024, which will be used for operational expenses and identifying target businesses[165]. - The company anticipates primary liquidity requirements of approximately $1.425 million for general working capital and other expenses related to business combinations[168]. - The company does not anticipate needing to raise additional funds after the current offering to meet operational expenditures[170]. Operational Status - The company has not engaged in any operations or generated revenues to date, with future income expected only after completing an initial business combination[156]. - The company has not conducted any operations to date, resulting in no quarterly operating data included in the financial statements[171]. - The company may need additional financing to complete the initial business combination or due to significant public share redemptions[170]. Expenses and Financial Obligations - The company expects to incur increased expenses as a public company, including legal, financial reporting, and due diligence costs, following the IPO[156]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for office space and administrative support starting from August 8, 2024[172]. - The company may use funds not placed in trust for commitment fees or consultant fees related to target business searches[169]. Risks and Uncertainties - The company may face adverse impacts on its operations from economic uncertainties, including inflation and geopolitical instability[158]. - Management's estimates and assumptions could lead to material differences in reported financial results[174]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[175]. - There are no critical accounting estimates disclosed as of December 31, 2024[174]. - As of December 31, 2024, the company did not have any off-balance sheet arrangements or commitments[171].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on August 8, 2024, raising gross proceeds of $253 million from the sale of 25,300,000 Units, including an over-allotment option of 3,000,000 Units [124]. - The private placement associated with the IPO generated an additional $7.67 million, with 7,665,000 units sold at $1 per unit, entitling holders to one Class A ordinary share and one-half of one redeemable warrant [124]. - The total net proceeds from the IPO and private placement, after deducting offering expenses, amounted to $255,091,610, with $254,265,000 deposited into the Trust Account [133]. - The underwriters are entitled to a deferred underwriting commission of $12,045,000 upon the completion of the initial business combination [145]. Financial Performance - As of September 30, 2024, the company reported a net income of $1,321,694 for the three months and $1,218,846 for the nine months, primarily due to an unrealized gain of $1,830,655 on investments held in the Trust Account [127]. - The company has not engaged in any operations or generated revenues to date, with future income expected to come from interest on cash and cash equivalents after the IPO [126]. - The company has not conducted any operations to date, and therefore no unaudited quarterly operating data is included in the financial statements [143]. Liquidity and Capital Management - As of September 30, 2024, the company had a cash balance of $757,895 outside the Trust Account, with additional loan facilities available from the sponsor for working capital [136]. - The company expects primary liquidity requirements to include approximately $1,425,000 for general working capital, $400,000 for director and officer's liability insurance, and $320,000 for administrative services [140]. - The company has not borrowed any amounts under the promissory note with the sponsor as of September 30, 2024, indicating sufficient liquidity prior to the IPO [132]. - The company does not anticipate needing to raise additional funds following the offering to meet operational expenditures, but may require additional financing for business combinations if actual costs exceed estimates [142]. Trust Account and Investment Strategy - The funds in the Trust Account are invested in U.S. government treasury bills or money market funds, intended to facilitate the initial business combination [134]. - The company expects to use substantially all funds in the Trust Account to complete its initial business combination, with remaining proceeds allocated for working capital and operational financing [135]. - The company may use a portion of funds not placed in trust for commitment fees or to fund a "no-shop" provision for a proposed business combination [141]. Operational and Administrative Costs - The company anticipates increased expenses post-IPO due to public company obligations, including legal and financial reporting costs [126]. - The company has incurred fees related to office space and administrative support since August 8, 2024, which will continue until the completion of the business combination or liquidation [144]. - As of September 30, 2024, the company had no off-balance sheet arrangements or long-term liabilities, except for a monthly payment of $30,000 for office space and administrative support [143][144]. Accounting and Reporting - There are no critical accounting estimates disclosed as of September 30, 2024, indicating a straightforward financial position [146]. - The company has no long-term debt or capital lease obligations, maintaining a clean balance sheet [144]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [148].