Voyager

The target's shareholders have now approved, so approval on both sides of the Veraxa transaction is in place. The information is furnished rather than filed, and the company expressly declines to concede its materiality.

The target's shareholders have now approved, so approval is in place on both sides of the transaction. The information is furnished rather than filed, and the company expressly declines to concede its materiality.

The Exchange Ratio is defined as the Price per Share divided by $10.00, so the number of PubCo ordinary shares a Veraxa holder receives is set by a negotiated per-share price rather than a fixed share count. The document is still marked preliminary and subject to completion at Amendment No. 5, ten days after Amendment No. 4 (February 3, 2026), which states the same Exchange Ratio definition and the same two-step structure. Minimum cash appears here only as a term negotiated in the background section, not as a stated closing condition.

Read against Amendment No. 5, the governing mechanics do not move: the Exchange Ratio is the Price per Share divided by $10.00 in both, the two-step Initial Merger and Acquisition Merger sequence is identical, and both remain marked preliminary and subject to completion. PIPE shares are contemplated but conditional in both versions — newly issued PubCo ordinary shares are to go to PIPE Investors only 'if any'. Minimum cash is discussed in the background narrative as a negotiated term, and no minimum-cash figure is stated as a closing condition.

At this third amendment the proxy statement/prospectus is still preliminary and the date, time and virtual location of Voyager's extraordinary general meeting remain blank, so a holder cannot read a vote or redemption deadline from it. Holders are being asked to move from a Cayman Islands SPAC into a Swiss-incorporated public company. The Business Combination Proposal is put as an ordinary resolution while the Initial Merger Proposal is put as a special resolution, so the two central items carry different voting thresholds at the same meeting.

$10.56 a share is the cash floor going into the Veraxa vote, up 32 cents in nine months on trust interest. The entire 25,300,000-share float is still intact at this point.

The outside date moves out nearly ten months, so neither side can walk on timing until 7 August 2026. Dropping the termination fee removes a cost Voyager would have borne on one route out.

The outside date moves out nearly ten months, so neither side can walk on timing until 7 August 2026. Dropping the termination fee removes a cost Voyager would have borne on one route out — a term renegotiated away from the SPAC.

At this second amendment the meeting particulars are still open — the extraordinary general meeting is stated as [ ] [a.m./p.m.] on [ ], 2025 at the offices of Winston & Strawn LLP in Houston and virtually — so a Voyager holder has no date by which to elect redemption. The Business Combination Proposal is an ordinary resolution and the Initial Merger Proposal is a special resolution, so the two central items carry different voting thresholds. The Acquisition Merger cannot occur less than twenty-four hours after the Initial Merger completes.

The mandatory liquidation date of 12 August 2026 now falls within a year of these statements, which is what triggers the going-concern discussion. The cash floor of $10.46 per share is intact and rising.

Naming the Swiss operating company as a co-registrant puts it behind the registration statement's disclosure, which matters because Voyager holders are being asked to exchange a Cayman Islands SPAC share for a share in a Swiss company. The meeting particulars are still blank at this amendment — [ ] [a.m./p.m.] on [ ], 2025, at the offices of Winston & Strawn LLP in Houston and virtually — so there is still no date by which to elect redemption. The Acquisition Merger cannot occur less than twenty-four hours after the Initial Merger completes.

The cover carries no registration number and no stated number of shares being registered, so nothing in this version lets a Voyager holder size the dilution. The extraordinary general meeting is given as [ ] [a.m./p.m.] on [ ], 2025, so no vote date and no redemption deadline are fixed. Holders are asked to approve the Business Combination by ordinary resolution and the Initial Merger by special resolution — two different thresholds at the same meeting — and to end up holding shares in a Swiss company rather than in a Cayman Islands exempted company.

The cover states no share count and no registration number, so a Voyager holder cannot read the dilution from this first version. Voyager Acquisition Corp. is the sole co-registrant here; the Swiss operating company is not yet named as one. The extraordinary general meeting is given as [ ] [a.m./p.m.] on [ ], 2025 at the offices of Winston & Strawn LLP in Houston and virtually, so no vote date or redemption deadline is fixed. The Acquisition Merger follows the Initial Merger by not less than twenty-four hours.

A $1.3 billion equity value against a trust of roughly $253 million sets the scale of dilution public holders face. Filing the F-4 starts the path toward a shareholder vote and a redemption deadline.

$10.35 a share is the cash floor at this point, rising with trust interest and untouched by redemptions. The going-concern assessment under ASU 2014-15 is disclosed.

A $253M trust now has a named target, which is the event that turns a searching shell into a deal holders must choose to stay in or redeem out of. What holders receive depends on the merger consideration and earnout terms in the agreement.

A $253M trust now has a named target, the event that turns a redemption decision into a real choice. What holders receive depends on the merger consideration and earnout terms in the agreement.

The opening cash floor is $10.12 a share on a $253 million trust, with the entire public float intact. Nothing has left the trust and no target is named at this point.

A pre-IPO quarter reported after the offering closed; the trust first appears in the subsequent-events note. As of 23 September 2024 there were 31,625,000 shares outstanding in total.

A $0.65 per unit gross spread is wide for a SPAC IPO and is paid out of offering proceeds rather than the trust. The trust is funded separately, so the per-share redemption value is unaffected by the discount.

What changed: Voyager disclosed under Rule 425 that at the 12 March 2026 extraordinary general meeting shareholders approved the Veraxa Biotech business combination agreement of 22 April 2025, as amended on 18 October 2025 and 2 February 2026. Holders of 21,743,532 shares were present, about 68.754% of the 31,625,000 shares outstanding on the 13 February 2026 record date. Why it matters: The SPAC side of the Veraxa deal is approved, leaving closing conditions as the remaining hurdle. Holders end up in a Swiss holding company after Voyager merges into a Cayman subsidiary of PubCo.

What changed: At the 12 March 2026 extraordinary general meeting Voyager shareholders approved the Veraxa Biotech business combination agreement of 22 April 2025, as amended on 18 October 2025 and 2 February 2026. Holders of 21,743,532 shares were present, about 68.754% of the 31,625,000 shares outstanding on the 13 February 2026 record date. Why it matters: The SPAC side of the Veraxa deal is approved, leaving closing conditions as the remaining hurdle. The structure has Voyager merging into a Cayman subsidiary of a new Swiss holding company, so holders end up in a Swiss-listed issuer.

What changed: Voyager announced on 11 March 2026 that holders of 25,217,315 Class A ordinary shares — approximately 99.67% of the Class A shares outstanding — exercised their redemption right in connection with the Veraxa Biotech combination, and that none of those requests had been withdrawn. Approximately $885,556 will remain in the trust account and just 82,685 Class A shares will convert into shares of Veraxa Biotech Holding AG. Why it matters: A 99.67% redemption is a total drain: a $253 million trust leaves roughly $885,556 behind. Whatever funds the combined company, listed as VRXA, it is not the SPAC's trust.

What changed: FY2025 10-K for Voyager: 25,300,000 Class A and 6,325,000 Class B ordinary shares outstanding at 10 March 2026, on a trust funded by $253,000,000 from the 8 August 2024 IPO. On 2 February 2026 the sponsor agreed to surrender 200,000 founder shares for no consideration at closing, under the Second Amendment and Waiver to the Veraxa Biotech business combination agreement of 22 April 2025. Why it matters: A sponsor surrendering founder shares for nothing is a term renegotiated away from the sponsor to hold the Veraxa deal together. Estimated per-share redemption on dissolution is about $10.05 before trust interest.