Amendment: SEC Form 10-K/A filed by Voyager Acquisition Corp

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

(Mark One)

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 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./Cayman Islands

	Voyager Acquisition Corp.
	(Exact name of registrant as specified in its charter)

 

Cayman Islands		00-0000000 N/A
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
131 Concord Street Brooklyn, NY		11201
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code (347) 720-2907

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 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

 

Securities registered pursuant to section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

☐ Yes   ☒ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

☐ Yes   ☒ No

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

☒ Yes   ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

☒ Yes   ☐ No

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

☒ Yes   ☐ No

 

The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $263 million.

 

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.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

EXPLANATORY NOTE

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
1.1*		Underwriting Agreement, dated August 8, 2024, by and between the Registrant and Cantor Fitzgerald & Co., as representative of the underwriters, (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
2.1*		Business Combination Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp. and Veraxa Biotech AG (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on April 22, 2025).
2.2*		Amendment to Business Combination Agreement, dated as of October 18, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG, and Oliver Baumann (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on October 21, 2025).
2.3*		Second Amendment and Waiver to Business Combination Agreement, dated as of February 2, 2026, by and among Voyager Acquisition Corp., Veraxa Biotech AG, and Oliver Baumann (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on February 3, 2026).
3.1*		Memorandum and Articles of Association, (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
3.2*		Amended and Restated Memorandum and Articles of Association, (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
4.1*		Specimen Unit Certificate, (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
4.2*		Specimen Ordinary Share Certificate, (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
4.3*		Specimen Warrants Certificate (appended as exhibit to Exhibit 4.4), (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
4.4*		Warrant Agreement, dated August 8, 2024, by and between Continental Stock Transfer & Trust Company and the Registrant, (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
4.5**		Description of Securities.
10.1*		Letter Agreement, dated August 8, 2024, by and among the Registrant and its founders, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.2*		Investment Management Trust Agreement, dated August 8, 2024, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant, (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.3*		Registration Rights Agreement, dated August 8, 2024, by and among the Registrant and certain security holders, (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.4*		Securities Subscription Agreement, between the Registrant and the Sponsor dated January 11, 2024, (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
10.5*		Amended and Restated Securities Subscription Agreement, between the Registrant and the Sponsor dated February 16, 2024, (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
10.6*		Second Amended and Restated Securities Subscription Agreement, between the Registrant and the Sponsor dated May 31, 2024, (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-280305), filed with the Securities and Exchange Commission on July 30, 2024).

 

 

10.7*		Third Amended and Restated Securities Subscription Agreement, between the Registrant and the Sponsor dated July 19, 2024, (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A (File No. 333-280305), filed with the Securities and Exchange Commission on July 30, 2024).
10.8*		Private Placement Warrants Purchase Agreement dated August 8, 2024, by and among the Registrant and the Sponsor, (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.9*		Private Placement Warrants Purchase Agreement, dated August 8, 2024, by and among the Registrant, Cantor Fitzgerald & Co. and Odeon Capital Group LLC, (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.10*		Form of Indemnity Agreement, (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
10.11*		Administrative Services Agreement, dated August 8, 2024, by and between the Registrant and the Sponsor, (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.12*		Promissory Note issued to Voyager Acquisition Sponsor Holdco LLC, (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
10.13*		Advisor Agreement, dated August 8, 2024, by and between the Registrant and Advisor, (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on August 14, 2024).
10.14*		Sponsor Support Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp., Voyager Acquisition Sponsor Holdco, LLC, and Veraxa Biotech AG (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on April 22, 2025).
10.15*		First Amendment to Sponsor Support Agreement, dated as of February 2, 2026, by and among Veraxa Biotech AG, Voyager Acquisition Corp., and Voyager Acquisition Sponsor Holdco LLC (incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on February 3, 2026).
10.16*		Voting, Support and Lock-Up Agreement, dated as of April 22, 2025, by and among Voyager Acquisition Corp., Veraxa Biotech AG and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on April 22, 2025).
10.17*		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 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42211), filed with the Securities and Exchange Commission on July 16, 2025).
14.1*		Form of Code of Ethics, (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280305), filed with the Securities and Exchange Commission on June 18, 2024).
19*		Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on form 10-K (File No. 001-42211), filed with the Securities and Exchange Commission on March 31, 2025).
24*		Power of Attorney (incorporated by reference to Exhibit 24 to the Company’s Annual Report on form 10-K (File No. 001-42211), filed with the Securities and Exchange Commission on March 10, 2026).
31.1**		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2**		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
97.1**		Policy on Recoupment of Incentive Compensation

 

*	Previously filed.
**	Furnished herewithin.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Voyager Acquisition Corp.
By:	/s/ Adeel Rouf
	Adeel Rouf
	Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons in the capacities and on the dates indicated.

 

Name		Position		Date
/s/ Warren Hosseinion		Chairman of the Board of Directors		April 2, 2026
Warren Hosseinion
/s/ Adeel Rouf		Chief Executive Officer, President		April 2, 2026
Adeel Rouf		(Principal executive officer) and Director
/s/ Alex Rogers		Chief Financial Officer		April 2, 2026
Alex Rogers		(Principal financial and accounting officer)
/s/ Oded Levy		Director		April 2, 2026
Oded Levy
/s/ Jonathan Intrater		Director		April 2, 2026
Jonathan Intrater