VACH SEC filings, in plain English
Everything Voyager has filed with the SEC that we hold — 40 filings, newest first, 21 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Filed a securities purchase agreement dated 27 May 2026 among Veraxa Biotech AG, Veraxa Biotech Holding AG, Voyager and a schedule of buyers, under which the post-combination company issues a new series of secured notes plus warrants over PubCo ordinary shares. The placement relies on the Regulation D Rule 506(b) private-placement exemption. Why it matters: The Veraxa deal is being financed with secured notes and warrants rather than straight equity, so the combined company arrives carrying debt that ranks ahead of shareholders. Principal amounts and conversion terms are in the note and warrant exhibits, not this agreement's recitals.
What changed: Q1 2026 10-Q: Class A shares subject to redemption fell from 25,300,000 at 31 December 2025 to 82,685 at 31 March 2026, and the carrying amount from $269,862,743 to $889,716, as the Veraxa redemption settled at $10.76 per share against $10.67 at year end. As of 19 May 2026, 25,300,000 Class A and 6,325,000 Class B ordinary shares remained issued and outstanding. Why it matters: $269 million of trust left the company in a single quarter, leaving $889,716 — the arithmetic of a 99.67% redemption. Deferred underwriting of $12,045,000 is now large relative to what remains.
What changed vs 2025-11-14trust $267.3M → $272.2M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $267.3M$272.2M
- Combination deadline
- not previously extracted2026-08-07
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 25.3Mnot matched in this filing
SpacBrain reads this as $4,951,318 was added to the trust between the two filings.
The clause “03 Prepaid assets 11,537 11,537 Total current assets 44,327 193,640 Investments held in Trust Account 272,235,628 269,862,743 Total Assets $ 272,279,955 $ 270,056,383 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and”…
The clause …“BCA, pursuant to which the parties agreed to extend the Agreement End Date to August 7, 2026. On February 2, 2026, the parties executed a Second Amendment and Waiver to the BCA that, among other things, increased the implied merger”…
The clause …“with completing a potential Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these unaudited condensed financial statements are”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed vs 2025-03-31trust $259.1M → $269.9M +4%going concern APPEAREDshares 24.5M → 25.3M +3%trust account, going-concern doubt, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $259.1M$269.9M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 24.5M25.3M
- Combination deadline
- not previously extracted2026-08-12
- Mandate language
- we intend to focus on industries that complement our managem… · unchanged
SpacBrain reads this as $10,762,965 was added to the trust between the two filings.
The clause …“included in the statements of operations. At December 31, 2025, the assets held in the Trust Account of $ 269,862,743 were held in a money market fund. As of December 31, 2024, all assets held in the Trust Account were invested in”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about its ability to continue as a going concern through the earlier of the liquidation date or the completion of the initial Business”…
SpacBrain reads this as 772,207 more shares carry a redemption right.
The clause …“Commitments and Contingencies Class A ordinary shares, $ 0.0001 par value; 25,300,000 shares subject to possible redemption at $ 10.67 and $ 10.24 per share as of December 31, 2025 and 2024, respectively 269,862,743 259,099,778”…
The clause …“unable to raise additional funds to alleviate liquidity needs and complete a business combination by August 12, 2026, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Voyager furnished a press release under Regulation FD stating that on 2 March 2026 VERAXA Biotech AG would announce that its own shareholders had approved the merger with Voyager and the issuance of new shares. Why it matters: 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.
What changed: Voyager furnished under Rule 425 a press release stating that on 2 March 2026 VERAXA Biotech AG would announce that its own shareholders had approved the merger with Voyager and the issuance of new shares. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2026-08-07
SpacBrain reads this as the agreement may be terminated from 2026-08-07.
The clause …“Company entered into an amendment to the Business Combination, extending the outside date for the closing of the Business Combination to August 7, 2026 and revising the termination fee provision in the BCA. On February 2, 2026, SPAC”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Amendment No. 5 to Form F-4, Registration No. 333-28910856 and62. The registrant is Veraxa Biotech Holding AG, a Swiss company (SIC 2834), with co-registrants — SpacBrain carries this record under the SPAC's short name, Voyager. Voyager Acquisition Corp. combines with Veraxa in two steps: an Initial Merger in which Merger Sub distributes its assets to PubCo and dissolves under Cayman law, then an Acquisition Merger at least twenty-four hours later in which Company shares convert at the Exchange Ratio. Why it matters: 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.
What changed: Filed the form of Voyager's Second Amended and Restated Memorandum and Articles of Association, to take effect on an unfilled 2026 date. It sets share capital at US$22,100 divided into 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares and 1,000,000 preference shares of $0.0001 par each. Why it matters: Constitutional plumbing filed alongside the Veraxa combination, with the effective date still blank. Nothing about the trust, the deadline or the deal economics changes here.
What changed: Voyager filed under Rule 425 the form of its Second Amended and Restated Memorandum and Articles of Association, to take effect on an unfilled 2026 date. Share capital is US$22,100 divided into 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares and 1,000,000 preference shares of $0.0001 par each. Why it matters: Constitutional plumbing filed alongside the Veraxa combination, with the effective date still blank. Nothing about the trust, the deadline or the deal economics changes here.
What changed: Amendment No. 4 to Form F-4, Registration No. 333-28910856 — superseded ten days later by Amendment No. 5. The registrant is Veraxa Biotech Holding AG, a Swiss company (SIC 2834), with co-registrants; SpacBrain carries this record under the SPAC's short name, Voyager. Voyager Acquisition Corp. combines with Veraxa through an Initial Merger, in which Merger Sub distributes its assets and liabilities to PubCo and dissolves under Cayman law, followed by an Acquisition Merger at least twenty-four hours later. Why it matters: 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.
What changed: Amendment No. 3 to Veraxa Biotech Holding AG's Form F-4, Registration No. 333-289108, filed with the SEC on November 26, 2025, for Voyager Acquisition Corp.'s business combination with Veraxa Biotech AG under the Business Combination Agreement dated April 22, 2025. Voyager merges into Veraxa Cayman Merger Sub; the Contribution Agent contributes the Merger Sub shares to the Swiss PubCo and transfers PubCo ordinary shares to Voyager's shareholders; Merger Sub is dissolved; and not less than twenty-four hours after the Initial Merger, Veraxa Biotech AG merges into PubCo. Why it matters: 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.
What changed: Q3 2025 10-Q for Voyager: shares subject to redemption were carried at $267,284,310, a redemption value of $10.56 per share at 30 September 2025 against $10.24 at 31 December 2024, on 25,300,000 Class A shares. Transaction costs at the IPO were $17,098,246 including $12,045,000 of deferred underwriting. Why it matters: $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.
What changed vs 2025-08-14trust $264.5M → $267.3M +1%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $264.5M$267.3M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 25.3M · unchanged
SpacBrain reads this as $2,763,576 was added to the trust between the two filings.
The clause …“assets 11,537 - Total current assets 263,887 712,313 Investments and cash held in Trust Account 267,284,310 259,099,778 Total Assets $ 267,548,197 $ 259,812,091 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and”…
The clause …“issuance date of these condensed financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a business combination within the next six”…
The clause …“Commitments and Contingencies Class A ordinary shares, $ 0.0001 par value; 25,300,000 shares subject to possible redemption at $ 10.56 and $ 10.24 per share as of September 30, 2025, and December 31, 2024, respectively 267,284,310”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Voyager disclosed under Rule 425 that on 18 October 2025 it amended the 22 April 2025 Veraxa Biotech business combination agreement to extend the Agreement End Date to 7 August 2026, and to eliminate its obligation to pay the SPAC Termination Fee on a termination under Section 10.1(i). Why it matters: 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.
What changed: On 18 October 2025 Voyager amended the 22 April 2025 Veraxa Biotech business combination agreement to extend the Agreement End Date to 7 August 2026, and to eliminate the company's obligation to pay the SPAC Termination Fee if the agreement is terminated under Section 10.1(i). Why it matters: 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.
What changed: Voyager filed under Rule 425 a 30 September 2025 press release announcing that VERAXA Biotech and Secarna Pharmaceuticals had begun a research collaboration on antibody oligonucleotide conjugates for autoimmune and inflammatory disease, using Secarna's OligoCreator platform. Why it matters: A target-side research alliance announced during the deal's pendency, with no financial terms disclosed. No trust value, deadline or deal term changes.
What changed: Amendment No. 2 to Veraxa Biotech Holding AG's Form F-4, Registration No. 333-289108, filed September 29, 2025, for Voyager Acquisition Corp.'s business combination with Veraxa Biotech AG under the Business Combination Agreement dated April 22, 2025. The Sponsor formed the Swiss PubCo, which formed Veraxa Cayman Merger Sub; Voyager merges into Merger Sub, the Contribution Agent contributes the Merger Sub shares to PubCo and transfers PubCo ordinary shares to Voyager's shareholders, Merger Sub is dissolved, and Veraxa Biotech AG then merges into PubCo. Why it matters: 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.
What changed: Voyager filed under Rule 425 the Veraxa Biotech investor presentation for the proposed combination announced 22 April 2025, covering Veraxa's implied enterprise value, its BiTAC platform and its oncology product candidates. Why it matters: Marketing material with forward-looking statements about a clinical-stage biotech, not filed financial statements. No trust value, deadline or deal term changes.
What changed: On 5 September 2025 Voyager furnished the Veraxa Biotech investor presentation for the proposed combination announced 22 April 2025, covering Veraxa's implied enterprise value, its BiTAC platform and its oncology product candidates. Why it matters: Marketing material with forward-looking statements about a clinical-stage biotech, not filed financial statements. No trust value, deadline or deal term changes with it.
What changed: Q2 2025 10-Q for Voyager: shares subject to redemption were carried at $264,520,734, a redemption value of $10.46 per share at 30 June 2025 against $10.24 at year end, on 25,300,000 Class A shares. Cash was $92,494 with a working capital surplus of $177,531. Why it matters: 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.
What changed vs 2025-05-15trust $261.8M → $264.5M +1%going concern APPEAREDtrust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $261.8M$264.5M
- Going-concern doubt
- not statedstated
- Redeemable shares
- not previously extracted25.3M
SpacBrain reads this as $2,729,348 was added to the trust between the two filings.
The clause …“assets 11,537 - Total current assets 303,385 712,313 Investments and cash held in Trust Account 264,520,734 259,099,778 Total Assets $ 264,824,119 $ 259,812,091 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“issuance date of these condensed financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a business combination within the next six”…
The clause …“Commitments and Contingencies Class A ordinary shares, $ 0.0001 par value; 25,300,000 shares subject to possible redemption at $ 10.46 and $ 10.24 per share as of June 30, 2025, and December 31, 2024, respectively 264,520,734”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.