10/21/2025 | Press release | Distributed by Public on 10/21/2025 04:04
Item 1.01 Entry Into A Material Definitive Agreement.
Amendment to Business Combination Agreement
On October 18, 2025, Voyager Acquisition Corp. (the "Company") entered into that certain Amendment (the "Amendment") to that certain Business Combination Agreement dated as of April 22, 2025 (the "BCA"), by and among the Company, Veraxa Biotech AG ("Veraxa"), and Oliver Baumann, in his capacity as representative for the shareholders of Veraxa.
Pursuant to the Amendment, the parties to the BCA agreed to extend the Agreement End Date to August 7, 2026. The parties also agreed to amend the termination provisions set forth in the BCA to eliminate the obligation for the Company to pay the SPAC Termination Fee in the event of termination of the BCA pursuant to Section 10.1(i) thereof.
All terms used in this Item 1.01 and not defined herein shall have the meanings set forth in the BCA. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K, including the description of the transactions, agreements, and other information contained herein and the exhibits hereto (collectively, this "Communication") includes "forward-looking statements" within the meaning of the federal securities laws with respect to the proposed Business Combination, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this Communication, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the Company and Veraxa, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast" or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company and Veraxa, which are all subject to change due to various factors. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this Communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.