ADDED
There were 25,300,000 Class A ordinary shares, par value $0.0001 per share, issued and outstanding and 6,325,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding as of March 10, 2026.
Certain Relationships and Related Transactions, and Director Independence.
Proposed Business Combination On April 22, 2025, we entered int a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the BCA ), with Veraxa Biotech AG, a company duly organized, validly existing, and in good standing under the laws of Switzerland ( Veraxa ) and Oliver Baumann, an individual, solely in his capacity as representative for the Company Shareholders.
Pursuant to the terms of the BCA, Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company ( Sponsor ), will form a public limited company organized under the Laws of Switzerland ( PubCo whose legal name is referred to in the Joinder Agreement described below), and PubCo will form an exempted company limited by shares incorporated under the laws of the Cayman Islands, to be a direct wholly owned subsidiary of PubCo ( Merger Sub whose legal name is referred to in the Joinder Agreement described below, and, together with PubCo each, individually, an Acquisition Entity ).
Each such Acquisition Entity shall enter into a joinder to the BCA, in form and substance satisfactory to Veraxa.
The BCA and the transactions contemplated thereby were approved by the boards of directors of each Acquisition Entity, the Company, and Veraxa.
The BCA provides for, among other things, the following transactions: (i) the Company will merge with and into Merger Sub, with Merger Sub as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the Initial Merger ), (ii) as soon as practicable, but not less than twenty-four hours following the completion of the Initial Merger, Veraxa will merge with and into PubCo, with PubCo as the surviving entity in the merger (the Acquisition Merger ).
The Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the Business Combination .
The Business Combination is expected to close in the first quarter of 2026, following the receipt of the required approval by SPAC s shareholders and the fulfillment of other customary closing conditions.
On July 16, 2025, the Company entered into a Joinder Agreement (the Joinder Agreement ) with 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 ).
REMOVED
There were 25,300,000 Class A ordinary shares, par value $0.0001 per share, outstanding as of March 31, 2025.
We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.
We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act.
Holders As of December 31, 2024, there were eleven holders of record of our securities, one holder of record of our Class A ordinary shares, eight holders of record of our Class B ordinary shares, one holder of record of our Public Warrants and three holders of record of our Private Placement Warrants.
However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period On January 24, 2024, the SEC adopted the 2024 SPAC Rules, which became effective on July 1, 2024.
24 Recent Developments The IPO registration statement for the Company s Initial Public Offering was declared effective on August 8, 2024 .
Following the closing of the Initial Public Offering, an amount of $254,265,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed in the Trust Account.
Our only activities since inception to the reporting date of December 31, 2024, have been organizational activities and those necessary to prepare for this offering.
Following this offering, we will not generate any operating revenues until after completion of our initial business combination.
We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering.