UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ 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

OR

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

Date of event requiring this shell company report: June 10, 2026

For the transition period from ___________ to ___________

Commission File Number: 001-43342

Veraxa Biotech AG

(Exact name of Registrant as specified in its charter)

Veraxa Biotech Holding AG

Talacker 35
8001 Zurich, Switzerland
00000(Address of principal executive offices)

Christoph Antz
Im Neuenheimer Feld 584
69120 Heidelberg, Germany
Tel: +4962213521330

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 141,407,813 ordinary shares and 22,706,305 warrants to purchase ordinary shares as of June 10, 2026.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐   No ☐

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, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 over 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐   Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☐

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐   No ☐

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. Unless otherwise stated or unless the context otherwise requires, references to the “Company” or “PubCo” are to the registrant named “Veraxa Biotech AG” (previously named Veraxa Biotech Holding AG prior to the consummation of the Business Combination (the “Closing”), a Swiss stock corporation (Aktiengesellschaft), and subsequently the listed combined public company resulting from the Closing, whereas references to references to “SPAC” or “Voyager” are to Voyager Acquisition Corp., a Cayman Islands exempted company prior to the Closing and references to “Veraxa” are to Veraxa Biotech AG and its subsidiary prior to the Closing and to PubCo and its subsidiary after the Closing. Forward-looking statements in this Report may include, for example, statements about:

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and are based on potentially inaccurate assumptions. Forward-looking statements are not guarantees of future performance. The risks outlined above and others described in the section entitled “Risk Factors” are not exhaustive. Other sections of this Report describe additional factors that could adversely affect the results of operations, financial condition, liquidity and the development of SPAC, Veraxa and PubCo, the industry the Company operates in and risks relating to the Business Combination. New risks can emerge from time to time, and it is not possible to predict all such risks, nor can it be assessed the impact of all such risks on Veraxa’s business or to the extent which any such risks or combinations of risks and other factors may cause actual results to differ materially from those contained in any forward-looking statements. Given these results and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.

Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this Report. The Company does not undertake any obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports filed by SPAC (prior to the Acquisition Closing) or PubCo (after the Acquisition Closing) from time to time with the Securities and Exchange Commission (the “SEC”) after the date of this Report.

The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the section entitled “Risk Factors” in the final proxy statement/prospectus (the “Prospectus”) which is part of the Registration Statement on Form F-4 (File No. 333-289108) filed with the SEC and declared effective on February 12, 2026, which section is incorporated by reference into this Report.

EXPLANATORY NOTE

On June 10, 2026, the Company (as defined below) consummated the previously announced business combination pursuant to the Business Combination Agreement dated as of April 22, 2025, as amended on October 18, 2025 and further amended on February 2, 2026 (the “Business Combination Agreement”), by and among Voyager, Veraxa, and Oliver Baumann, an individual, solely in his capacity as representative for the Company Shareholders (the “Shareholder Representative”). Capitalized terms used in this section but not otherwise defined herein have the meanings given to them in the Business Combination Agreement. Pursuant to the Business Combination Agreement and the Ancillary Agreements:

On May 27, 2026, SPAC, PubCo and High Trail Capital LP (“HTC”) executed a Securities Purchase Agreement in respect of a private placement of a senior secured note in the principal amount of $27,500,000 (the “Note”) and a four-year warrant for an aggregate exercise price of $27.5 million, with an initial exercise price of $11.50 per share (with customary anti-dilution protections) (the “HTC Financing”). The closing of the HTC Financing occurred on June 15, 2026. The term of the Note is 15 months, amortizing monthly beginning six months after the closing of the HTC Financing. At PubCo’s sole option and subject to customary conditions, any amortization payment may be made in cash, in registered-for-resale shares of common stock, or a combination thereof. The Note is a senior secured obligation of PubCo, secured by all PubCo assets and ranking senior to all other PubCo obligations. Funding occurred concurrently with the closing of the HTC Financing.

On May 27, 2026, Voyager, PubCo and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “LPC Purchase Agreement”) and a related registration rights agreement (together, the “LPC Agreements”), pursuant to which Lincoln Park committed to purchase, at PubCo’s sole direction from time to time over a 24-month period, up to an aggregate of $50,000,000 of PubCo Ordinary Shares at market-based purchase prices, subject to certain conditions and limitations, including a 4.99% beneficial ownership cap (increasable to 9.99% upon 61 days’ prior written notice) (the “LPC Financing”). As consideration for Lincoln Park’s commitment, PubCo shall issue to Lincoln Park $750,000 of PubCo Ordinary Shares (the “Commitment Shares”), subject to the occurrence of the Merger Closing. PubCo has the right to terminate the LPC Purchase Agreement at any time after the commencement date with one business day’s prior written notice to Lincoln Park, at no cost or penalty.

On May 27, 2026, Voyager, PubCo and Cantor Fitzgerald & Co. (“CF&CO”) executed a Fee Modification Agreement (the “Fee Modification Agreement”), pursuant to which the parties agreed to modify the payment terms of the $12,045,000 deferred underwriting commission (the “Original Deferred Fee”) owed to CF&CO under the Underwriting Agreement dated August 8, 2024 (the “CF&CO Fee Modification”). Under the Fee Modification Agreement, the Original Deferred Fee was replaced with a modified deferred fee consisting of (i) a cash fee of $1,000,000 ($500,000 payable at the Closing and $500,000 payable on or prior to the one-year anniversary of the Closing) and (ii) $7,000,000 in shares of PubCo common stock (the “CF&CO Fee Shares”), payable in two tranches ($2,300,000 no later than 30 days following the Closing and $4,700,000 no later than 90 days following the Closing), with the number of CF&CO Fee Shares determined based on the greater of $10.00 per share and the five-day VWAP preceding the applicable registration statement filing date. The CF&CO Fee Shares are subject to a lock-up period ending on the earlier of 12 months after the Closing or the consummation of a subsequent transaction resulting in a liquidity event for stockholders. In the event of a default by PubCo under the Fee Modification Agreement, CF&CO may elect to receive the entire Original Deferred Fee in cash, less amounts previously paid or the fair market value of any freely tradeable CF&CO Fee Shares previously received.

Certain amounts that appear in this Report may not sum due to rounding.

DEFINED TERMS

In this Report:

“Acquisition Closing” means the closing of the transactions contemplated by the Business Combination Agreement with respect to the Acquisition Merger.

“Acquisition Closing Date” means the day on which the Acquisition Closing occurs.

“Acquisition Effective Time” means the time at which the Acquisition Merger has been registered with the respective commercial register.

“Acquisition Merger” means, pursuant to the Business Combination Agreement, Veraxa Biotech AG’s merger with and into PubCo, with PubCo as the surviving entity in the merger.

“Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by SPAC that more time is necessary or appropriate to approve one or more proposals at the extraordinary general meeting.

“Assignment, Assumption and Amendment Agreement” means the assignment, assumption and amendment agreement to be executed on or prior to the Initial Closing, by and among PubCo, SPAC and the warrant agent thereunder.

“Business Combination” means the total of the Initial Merger, Acquisition Merger, and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” or “BCA” means the Business Combination Agreement dated April 22, 2025, by and among SPAC, the Company, the Company Shareholder Representative, and, by joinder executed and delivered prior to the Initial Merger, each of PubCo and Merger Sub, as amended on October 18, 2025 and as further amended on February 2, 2026.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the other transactions contemplated therein.

“Closing” means the closing of the Business Combination.

“Closing Date” means the day on which the Closing occurs.

“Company” or “PubCo” means Veraxa Biotech Holding AG, a public limited company duly organized, validly existing, and in good standing under the Laws of Switzerland.

“Company Articles” means the amended and restated articles of association of PubCo to be adopted by PubCo in accordance with Swiss Law prior to the Closing of the Business Combination, as may be further amended and/or restated from time to time.

“Company Ordinary Shares” means the ordinary shares of Company, par value CHF 100/11325 per share.

“Company Warrants” means the warrants to acquire Company Ordinary Shares, issued pursuant to the Assignment, Assumption and Amendment Agreement.

“Contribution Agent” means the agent appointed by PubCo and SPAC to effect the SPAC Reorganization.

“Earnout Shares” means the 5,000,000 Company Ordinary Shares the Veraxa Shareholders have the right to receive during each of the three fiscal years after the Closing Date, subject to conditions in the Business Combination Agreement and in accordance with applicable Swiss Laws.

“EU” means the European Union.

“Exchange Act” means the Securities Exchange Act of 1934.

“GAAP” or “U.S. GAAP” means accounting principles generally accepted in the United States of America.

“Governmental Authority” means the government of any nation, province, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, regulation or compliance, or any arbitrator or arbitral body.

“Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Initial Closing” means the closing of the transactions contemplated by the Business Combination Agreement with respect to the Initial Merger.

“Initial Closing Date” means the day on which the Initial Closing occurs.

“Initial Merger” means, pursuant to the Business Combination Agreement, SPAC’s merger with and into Merger Sub, with Merger Sub as the surviving company in the merger and continuing as a wholly owned Subsidiary of PubCo.

“Initial Merger Effective Time” means the time at which the Initial Merger has been registered with the Registrar of Companies of the Cayman Islands.

“Initial Merger Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Initial Merger and the Plan of Initial Merger.

“Initial Shareholders” means the holders of the Founder Shares.

“IPO” means an initial underwritten public offering and sale of a company’s equity securities.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority, or any provisions or interpretations of the foregoing, including general principles of common and civil Law and equity.

“Mergers” means the Initial Merger and the Acquisition Merger together.

“Merger Sub” means Veraxa Cayman Merger Sub, an exempted company limited by shares incorporated under the Laws of the Cayman Islands and a direct wholly owned Subsidiary of PubCo.

“Merger Sub Shares” means the shares of Merger Sub issued to the Contribution Agent as part of the Initial Merger.

“Nasdaq” means the Nasdaq Global Market.

“Nominee Shareholder” means Sponsor.

“NTA Amendment Proposal” means the proposal to be considered at the extraordinary general meeting to approve the amendment to the SPAC Articles to remove the limitation that prevents the SPAC from redeeming SPAC Public Shares if such redemption would cause the SPAC to have net tangible assets of less than $5,000,001.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“Plan of Initial Merger” means the plan of merger in respect of the Initial Merger.

“Proposals” means together the Business Combination Proposal, Initial Merger Proposal, NTA Amendment Proposal, Advisory Organizational Documents Proposal and Adjournment Proposal.

“Record Date” means February 13, 2026 the record date for the extraordinary general meeting.

“Registration Rights Agreement” means the Registration Rights Agreement by and among PubCo, SPAC and certain Company Shareholders, to be entered into prior to Closing and to be effective as of the Acquisition Closing.

“SEC” means the U.S. Securities and Exchange Commission

“Securities Act” means the United States Securities Act of 1933, as amended.

“Shareholder Support Agreements” means the Shareholder Voting, Support and Lock-Up Agreements, executed concurrently with the Business Combination Agreement, by and among the Company and certain Company Shareholders.

“SPAC” means Voyager Acquisition Corp., a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

“SPAC Articles” means the amended and restated memorandum of association of SPAC, as adopted by special resolution, dated as of May 31, 2024, as amended or restated from time to time.

“SPAC Class A Ordinary Shares” means the Class A ordinary shares of SPAC, par value $0.0001 per share, trading on Nasdaq under the symbol VACH.

“SPAC Class B Ordinary Shares” means the Class B ordinary shares of SPAC, par value $0.0001 per share.

“SPAC IPO” means SPAC’s initial public offering of SPAC Units, consummated on August 8, 2024.

“SPAC Ordinary Shares” means the SPAC Class A Ordinary Shares and the SPAC Class B Ordinary Shares.

“SPAC Private Warrants” means the warrants purchased in the SPAC private placement.

“SPAC Public Shares” means the shares of SPAC Class A Ordinary Shares sold as part of the SPAC Units in the SPAC IPO.

“SPAC Public Warrants” means the SPAC warrants sold as part of the SPAC Units in the SPAC IPO.

“SPAC Reorganization” means (i) the transfer of Company Ordinary Shares by the Nominee Shareholder to the Contribution Agent; (ii) the Initial Merger; (iii) the contribution of Merger Sub Shares by the Contribution Agent to PubCo as a contribution to the capital contribution reserves of PubCo and (iv) the transfer of the Company Ordinary Shares by the Contribution Agent to the SPAC Shareholders.

“SPAC Shareholder” means a holder of any SPAC Ordinary Shares.

“SPAC Unit” means units of SPAC, each unit comprising one share of Class A Ordinary Share and one half of one SPAC Warrant.

“SPAC Warrant Agreement” means the warrant agreement, by and between SPAC and Continental Stock Transfer & Trust Company, entered into August 8, 2024.

“SPAC Warrants” means, together, the SPAC Public Warrants and SPAC Private Warrants.

“Sponsor” means Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, executed concurrently with the BCA, by and among the Company, SPAC and Sponsor, as amended on February 2, 2026.

“Subsidiary” means, with respect to a Person, an entity of which a majority of both the economic interests and voting interests is owned, directly or indirectly, by such Person and, in case of a limited partnership, limited liability company or similar entity, such Person is a general partner or managing member and has the power to direct the policies, management and affairs of such entity, respectively.

“Swiss Law” means all federal, state, or local Laws applicable in Switzerland, as amended from time to time.

“Tax” or “Taxes” means all federal, state, local, foreign or other Taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, alternative or add-on minimum, or estimated Taxes, and including any interest, penalty, or addition thereto, and any liability therefor as a transferee or successor, as a result of Treasury Regulations Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, and in each case, whether disputed or not.

“Tax Returns” means all U.S. federal, state, local, provincial and non-U.S. returns, declarations, computations, notices, statements, claims, reports, schedules, forms and information returns, including any attachment thereto or amendment thereof, required or permitted to be supplied to, or filed with, a Governmental Authority with respect to Taxes.

“Transaction Documents” means, collectively, the Business Combination Agreement, the Indemnity Escrow Agreement (as defined in the Business Combination Agreement), the Sponsor Support Agreement, the Shareholder Support Agreements, the Registration Rights Agreement, the Assignment, Assumption and Amendment Agreement, and any other agreements, documents, certificates or filings made or entered into or delivered pursuant thereto.

“Transactions” means, collectively, the Initial Merger, the Acquisition Merger and each of the other transaction contemplated by the Business Combination Agreement and any of the other Transaction Documents.

“Trust Account” means the trust account described in the Trust Agreement.

“Trust Agreement” means the investment management trust agreement entered into August 8, 2024, by and among SPAC and Continental Stock Transfer & Trust Company.

“U.S.” means the United States of America.

“USPTO” means the United States Patent and Trademark Office.

“VERAXA Biotech GmbH” means VERAXA Biotech GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) validly existing under the Laws of Germany and a wholly owned Subsidiary of the Company.

“Veraxa Shares” means the ordinary shares of Veraxa Biotech AG prior to the Acquisition Merger and any other equity securities of any Subsidiary of Veraxa Biotech AG.

“Veraxa Shareholders” means any holder of any Veraxa Shares prior to the Acquisition Merger.

“Veraxa Shareholders’ Approval” means the vote of the Veraxa Shareholders necessary to approve and adopt the Business Combination Agreement and the transactions contemplated therein.

“Working Capital Loans” means the loans, if any, that may be provided to SPAC by the Sponsor, members of SPAC’s founding team or any of their Affiliates in order to finance SPAC’s transaction costs in connection with the Business Combination.

PART I

The members of our Executive Management and of our Board of Directors (the “Board”) upon the consummation of the Business Combination are set forth in the Prospectus, in the section entitled “Management and Executive Compensation,” which is incorporated herein by reference. The general meeting of shareholders elected Oliver R. Baumann, Dr. Christoph Antz, Marc Grüninger, Warren Hosseinion and Christoph Ziegler to the Board, effective as of the election at the Acquisition Closing Date. The business address for each of the Company’s directors and officers is Talacker 35, 8001 Zurich, Switzerland.

Duane Morris LLP, 901 New York Avenue N.W., Suite 700 East, Washington, DC 20001-4795, and Walder Wyss Ltd., Seefeldstrasse 123, P.O. Box, 8034 Zurich, Switzerland, have acted as U.S. and Swiss counsel, respectively, for Veraxa and will act as counsel to the Company following the Closing.

WithumSmith+Brown, PC acted as SPAC’s independent registered public accounting firm for the years ended December 31, 2025 and 2024.

Grassi & Co., CPAs, P.C. acted as Veraxa’s independent registered public accounting firm for the years ended December 31, 2025 and 2024.

Grassi & Co., CPAs, P.C. acted as PubCo’s independent registered public accounting firm for the period from June 25, 2025 (inception) through December 31, 2025.

Grassi & Co., CPAs, P.C. has been appointed as the independent registered public accounting firm of the Company following the Business Combination.

Not applicable.

The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of December 31, 2025, after giving effect to the Business Combination and the High Trail Financing. This table should be read together with the unaudited pro forma condensed combined financial information of the Company, which is attached hereto as Exhibit 15.1.

Prior to the Closing, 25,217,315 SPAC Class A Ordinary Shares, par value $0.0001 per share, of SPAC were redeemed by the holders for an aggregate redemption payment of approximately $273,033,056.

Not applicable.

The risk factors associated with the Company are described in the Prospectus in the section entitled “Risk Factors” and are incorporated herein by reference.

PubCo, the legal entity named Veraxa Biotech Holding AG, was incorporated under the laws of Switzerland on June 25, 2025 as a stock corporation (Aktiengesellschaft) solely for the purpose of effectuating the Business Combination, which was consummated on June 10, 2026. See “Explanatory Note” for further details about the Business Combination. See also a description of the material terms of the Business Combination as described in the Prospectus in the section entitled, “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement.” Prior to the Business Combination, PubCo owned no material assets other than its interest in Merger Sub, which was formed in connection with the Business Combination, and does not operate any business.

Veraxa Biotech AG is a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland. The Company was incorporated on December 2, 2020. As a holding company, it owns 100% of the shares in VERAXA Biotech GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) validly existing under the laws of Germany.

VERAXA Biotech GmbH was formed on May 21, 2021 pursuant to a contribution and merger agreement with Araxa Bioscience GmbH and Velabs Therapeutics GmbH, with VERAXA Biotech GmbH as the surviving company in the transaction. Pursuant to this transaction, the Company acquired the technology of Araxa (technology for the modulation and development of antibodies) and the technology of Velabs (droplet-based microfluidic screening technology). As part of the contribution, 100% of the shares in both Velabs and Araxa were contributed in exchange for CHF 11.5 million shares of the Company.

On December 29, 2023, the Company acquired all shares in Synimmune GmbH, a spin-off of the Department of Immunology at the University of Tübingen. Synimmune was active in the field of innovative and effective anti-tumor antibodies for the treatment of patients with life-threatening diseases specializing in so-called rare hematopoietic malignancies. As part of this acquisition, the Company acquired its pipeline antibody VX-A901 (formerly called FLYSIN), which has successfully completed a Phase I clinical trial for the treatment of acute myeloid leukemia.

In 2024, the Company completed an exclusive in-licensing of the “Hemibody” platform from Würzburg-based biotech company Cherry Biolabs GmbH. The Hemibody platform is the immature precursor of the Company’s proprietary BiTAC-TCE platform, and after such in-licensing, the Company consequently transformed into an oncology-focused biotechnology and clinical drug development company.

Since inception, the Company has raised the capital needed to support the advancement of its technologies and programs. All research and development activities of the Company are carried out by its wholly owned Subsidiary, VERAXA Biotech GmbH, based in Heidelberg, Germany.

See Item 5 for a discussion of Veraxa’s principal capital expenditures and divestitures for the years ended December 31, 2025 and 2024. There are no other material capital expenditures or divestitures currently in progress as of the date of this Report.

The principal place of business and mailing address of the Company is Talacker 35, 8001 Zurich, Switzerland and its telephone number is (205) 778-6396. The Company’s principal website address is www.veraxa.com. The information contained on, or accessible through, the Company’s websites is not incorporated by reference into this Report, and you should not consider it a part of this Report.

The Company is subject to certain of the informational filing requirements of the Exchange Act. Since the Company is a “foreign private issuer,” it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of the Company are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of Company Ordinary Shares. In addition, the Company is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. The Company is also an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent registered public accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that the Company files with or furnishes electronically to the SEC.

Prior to the Business Combination, the Company did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Upon the Closing, Veraxa Biotech AG merged with and into PubCo, with PubCo as the surviving company.

Information regarding the business of Veraxa is included in the Prospectus in the sections entitled “Information About the Company,” which is incorporated herein by reference, except that (i) the intellectual property disclosures set forth in the section entitled “Intellectual Property” in the Prospectus are superseded in their entirety by the updated intellectual property disclosures provided directly below and (ii) the Company Management’s Discussion and Analysis of Financial Condition and Results of Operation is presented directly in Item 5 of this Report and is not incorporated by reference.

Intellectual Property

The following tables set forth the Company’s patents, trademarks, and intellectual property.

Patents

The tables below provide an overview of our patents:

Trademarks

The tables below provide an overview of our trademarks:

Copyrights

The Company does not own or hold any registered copyrights.

Patent, Trademark and Copyright Licenses

The following table summarizes the Company’s material patent, trademark, and copyright license agreements:

Upon consummation of the Business Combination, SPAC merged with and into Merger Sub, with Merger Sub as the surviving company of the Initial Merger and a wholly owned Subsidiary of PubCo. Following the Initial Merger, the Contribution Agent contributed the Merger Sub Shares to PubCo as an equity contribution into the capital contribution reserves (Zuschuss in die Kapitaleinlagereserven). Following the consummation of the Initial Merger and the Contribution, Merger Sub distributed all of its assets and liabilities to PubCo as liquidating distributions and was dissolved under the Laws of the Cayman Islands. Not earlier than twenty-four hours following the Initial Merger, Veraxa Biotech AG merged with and into PubCo, with PubCo as the surviving company of the Acquisition Merger, and the separate corporate existence of Veraxa Biotech AG ceased to exist. The organizational structure of the Company after the Mergers is included in the section entitled “Organizational Structure” of the Prospectus and is incorporated herein by reference.

Information regarding the facilities of Veraxa is included in the Prospectus in the section entitled “Information About the Company—Facilities,” and is incorporated herein by reference.

Not applicable.

Following and as a result of the Business Combination, the Company conducts its business directly and through its wholly owned operating subsidiary, VERAXA Biotech GmbH, based in Heidelberg, Germany. After the Acquisition Merger, Veraxa Biotech AG merged with and into PubCo and ceased to exist.

The discussion and analysis of the financial condition and results of operations of Veraxa for the years ended December 31, 2025 and 2024 is set forth below.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VERAXA

Unless the context otherwise requires, all references in this section to “we”, “us”, “our”, “its”, “Veraxa”, or the “Company” refer to Veraxa Biotech AG and its subsidiaries prior to the consummation of the Business Combination and, after the consummation of the Business Combination, New Veraxa and its subsidiaries.

The following discussion and analysis of the financial condition and results of operations of Veraxa includes information that Veraxa’s management believes is relevant to an assessment and understanding of Veraxa’s consolidated results of operations and financial condition. You should read the following discussion and analysis of our financial condition and results of operations together with the audited consolidated financial statements for the years ended December 31, 2025 and 2024, and, together with the respective notes thereto, included elsewhere in this report. This discussion and analysis should also be read together with the unaudited pro forma financial information as of December 31, 2025 in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. This discussion contains forward-looking statements reflecting current plans, estimates and assumptions concerning events and financial trends that may affect future operating results or financial position, which involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this report.

Overview

Veraxa Biotech AG (the “Company”), is a Swiss Company, based in Zurich with a focus on antibody therapies in medicine. The Company is an oncology-focused biotechnology Company with a clinical program in acute myeloid leukemia and two proprietary platform technologies that enable the development of new generations of antibody drug conjugates (“ADC”s) and T cell engagers.

Our goal is to establish a sustainable clinical pipeline of novel and differentiated oncology programs geared towards achieving superior efficacy while minimizing the burden of side effects for patients. Our proprietary platform technologies enable the development of new generations of targeted cancer treatments and position us as a pioneer in creating highly effective, targeted antibody-based therapies for cancer patients.

Our goal is to establish a sustainable clinical pipeline of novel and differentiated oncology programs geared towards achieving superior efficacy while minimizing the burden of side effects for patients. With our expertise and capabilities, we develop novel antibody-based drug platforms for the treatment of cancer.

Veraxa History

On February 15, 2021, Araxa Bioscience AG and VeLabs Therapeutics GmbH completed a contribution and merger agreement whereby the technology of ARAXA (technology for the modulation and development of antibodies) was combined with the technology of VeLabs (droplet-based microfluidic screening technology). As part of the contribution, 100% of the shares in both VeLabs and ARAXA were contributed in exchange for CHF 11.5 million shares of the Company. In accordance with IFRS 3 VeLabs was identified as the accounting acquirer based on its activity and size.

On December 29, 2023, the Company acquired all shares in Synimmune GmbH. Synimmune is a spin-off of the Department of Immunology at the University of Tübingen, which active in the field of innovative and effective anti-tumor antibodies for the treatment of patients with life-threatening diseases specializing in so-called rare hematopoietic malignancies. The “drug candidate” is the antibody FLYSIN, which had successfully completed a Phase I clinical trial for the treatment of acute myeloid leukemia (“AML”).

On April 22, 2025, Voyager Acquisition Corp., a Cayman Islands exempted company (“SPAC”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), with the “Company” and Oliver Baumann, an individual, solely in his capacity as representative for the Company Shareholders. Pursuant to the terms of the Business Combination Agreement, Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Sponsor”), will form a public limited company organized under the Laws of Switzerland (“PubCo”), 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” and, together with PubCo each, individually, an “Acquisition Entity”).

The Business Combination Agreement provides for, among other things, the following transactions: (i) SPAC 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, the Company 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 was consummated on June 10, 2026.

On May 5, 2025, the Company and OmniAb entered a strategic joint venture to develop a novel bispecific antibody drug conjugate (‘bsADC’) targeting solid tumors. The collaboration combines the Company’s proprietary technology with OmniAb’s platform to create next-generation cancer therapies. Both companies will jointly own and share future revenues from the resulting bsADC program.

Results of Operations

The following tables set forth our consolidated statement of operations for the years ended December 31, 2025 and 2024, and the dollar and percentage change between the two periods:

Revenue

The Company generated revenue from projects for customers relating to the development, marketing and screening of antibodies. During the year ended December 31, 2025, total revenue was CHF 23,426 compared to nil in the prior year.

Cost of goods sold

Cost of goods sold for the period was CHF 7,965 compared to nil in the prior year. The principal drivers include consists primarily of personnel expenses for scientific staff performing development and data analysis.

General and administrative expenses

General and administrative expenses consist of costs, such as rent or lease costs, legal, audit and accounting services, and other professional fees, marketing costs, stock compensation, as well as personnel-related expenses for employees, executives and contractors.

The following table summarizes our G&A expenses by nature for the years ended December 31, 2025 and 2024:

General and administrative expenses increased by CHF 29.8 million. The increase is mainly attributable to an increase in our stock-based compensation expenses of approximately CHF 27.3 million in 2025, for an increase in the fair value of the awards driven primarily by the increase in the stock price input to the valuation model. For the increase, CHF 14.1 million is due to the ESOP which is all taken immediately and CHF 26.2 million is due to the VSOP which is over time. Also contributing to the increase was an increase in our professional consulting and accounting fees of CHF 1.8 million, as well as a CHF 0.3 million increase in salaries.

Research and development expenses

Research and development (“R&D”) expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based compensation for employees engaged in R&D activities; costs associated with external consultants and contractors; expenses for design and engineering tools; and other direct and indirect costs incurred in support of our product development efforts. All R&D costs are expensed as incurred.

The following table summarizes our R&D expenses by nature for the years ended December 31, 2025 and 2024:

The 63% increase in R&D expenses for the years ended December 31, 2025 and 2024 increased by CHF 3.5 million primarily relating to our stock-based compensation expenses. This increase relates to an increase in the fair value of the awards driven primarily by the increase in the stock price input to the valuation model. Also contributing to the increase was an increase in the purchase of design and engineering tools.

Currently, the Company does not track research and development expenses by product candidate. This is because our current activities remain in the discovery phase, where resources, personnel and external costs are shared across multiple research efforts and are not yet attributable to specific product candidates in a systematic manner.

Sales and Marketing expenses

Sales and marketing (“S&M”) expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based compensation for employees engaged in business development, partnership outreach, and corporate marketing activities. In addition, S&M expenses may include costs for participation in industry conferences, travel, promotional activities, and professional services related to commercialization planning.

The following table summarizes our S&M expenses by nature for the years ended December 31, 2025 and 2024:

The 91% increase in S&M expenses for the years ended December 31, 2025 and 2024 increased by CHF 3.3 million primarily relating to our stock-based compensation expenses. This increase relates to an increase in the fair value of the awards driven primarily by the increase in the stock price input to the valuation model.

Although we have not yet generated product sales, we continue to incur these expenses to build brand awareness, establish relationships with potential customers and partners, and develop future go-to-market strategies.

Depreciation and amortization expenses

Depreciation and amortization consists primarily of depreciation of our IT systems and amortization of our technology. Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was CHF 2.1 million and CHF 1.9 million, respectively.

Change in fair value of earn-out liabilities

Under the Synimmune acquisition agreement, Veraxa agreed to pay additional consideration upon completion of specific milestones. The fair value of the contingent consideration is recorded as a liability on our balance sheet and adjusted at the end of each reporting period based on the estimated probability of occurrence and the time factor. Any changes in fair value of the contingent liability due to assumption adjustments are recorded in the income statement. In 2025, an loss of CHF 0.8 million was recognized in relation to the increase in the fair value of our stock.

Currency exchange gain (loss)

Currency exchange gain (loss) decreased from a gain of CHF 0.6 million for the year ended December 31, 2024 to a loss of CHF 0.04 million for the year ended December 31, 2025. The decrease is directly attributable to the volatility of the Euro.

Other income

Other income was CHF 0.01 million immaterial in 2025, compared to immaterial in 2024. Other income primarily relates to increase in reimbursements received.

Finance Expenses

Finance expenses were immaterial in 2025 and 2024.

Tax Benefit

Income tax benefit of CHF 0.4 million in 2025 and CHF 0.6 million in 2024 resulted mainly from the amortization and impairment of intangible assets and a corresponding reduction in the temporary difference between the carrying amount of these assets and their tax base. Unless and until the Company becomes profitable in certain tax jurisdictions, we expect income tax losses and gains will primarily arise from variations of deferred tax assets and liabilities.

Liquidity and Capital Resources

Historically, the Company’s primary sources of liquidity have been cash flows from private fundraising offerings from related parties or other investors and other financing activities to fund operations. For the years ended December 31, 2025 and 2024, the Company reported operating losses of CHF 66,613,990 and CHF 28,132,971, respectively, and negative cash flows used in operations of CHF 9,902,331 and CHF 7,720,393, respectively. As of December 31, 2025, the Company had an aggregate unrestricted cash balance of CHF 1,613,989 a net working capital deficit of CHF 3,729,227, and accumulated deficit of CHF 98,478,340.

The Company’s future capital requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing, and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through additional equity or debt fundraising activities. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

Subsequent to December 31, 2025, on May 27, 2026, PubCo and the Company entered into a senior secured financing arrangement with High Trail Capital (“HTC”), pursuant to which they issued a senior secured note in the aggregate principal amount of $27.5 million and a related warrant (the “HTC Financing”). The HTC Financing closed on June 15, 2026, and the Company received the related funding proceeds concurrently with the closing.

Also on May 27, 2026, Voyager, PubCo and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement and related registration rights agreement (collectively, the “LPC Agreements”), pursuant to which Lincoln Park committed, subject to certain conditions and limitations, to purchase up to an aggregate of $50.0 million of PubCo Ordinary Shares over a 24-month period at market-based purchase prices (the “LPC Financing”). The LPC Financing provides PubCo with the ability to access additional capital at its discretion, subject to the terms of the LPC Agreements.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with IAS 1, management has considered the Company’s liquidity condition together with the cash proceeds received from, and access to capital provided by, LPC, which closed subsequent to December 31, 2025. Based on this assessment, management has concluded that the Company has sufficient liquidity to fund its planned operations and meet its obligations as they become due for at least the twelve months from the date these consolidated financial statements are available to be issued, and that no substantial doubt exists about the Company’s ability to continue as a going concern.

Cash flows for the years ended December 31, 2025 and 2024

The following table summarizes Veraxa’s cash flows from operating, investing and financing activities for the years ended December 31, 2025 and 2024:

Cash flows used in operating activities

Net cash used in operating activities for the year ended December 31, 2025 was CHF 9.9 million compared to CHF 7.7 million for the year ended December 31, 2024, an increase of CHF 2.2 million. The increase was primarily due to an increase in the Company’s operating loss after non-cash items. The cause of the increase in the Company’s operating loss (excluding non-cash stock-based compensation) was a slight increase in cash expenses.

Cash flows used in investing activities

Net cash used in investing activities for the year ended December 31, 2025 was CHF 0.4 million compared to CHF 0.1 million for the year ended December 31, 2024. The increase was primarily related a increase in the purchases of property and equipment.

Cash flows provided by financing activities

Net cash provided by financing activities for the year ended December 31, 2025 was CHF 6.6 million compared to CHF 1.9 million for the year ended December 31, 2024, an increase of CHF 4.7 million. The increase was due to an increase of the issuance of equity instruments to investors in 2025 compared to 2024 as well as loans received from a related party.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

Our operating and financial review and prospects were derived from our consolidated financial statements in conformity with IFRS as issued by the IASB. The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, expenses and related disclosures. The estimates and underlying assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below.

Recently Adopted Accounting Standards

New and amended standards and interpretations are described in Note 2 to our consolidated financial statements included in this report.

Emerging Growth Company Status

In April 2012, the JOBS Act was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of its financials to those of other public companies more difficult.

The Company expects to retain its emerging growth company status until the earliest of:

Quantitative and Qualitative Disclosures About Market Risk

For qualitative and quantitative disclosures about market risks including foreign currency risk, interest rate risk, liquidity risk and credit risk, see Note 12 to our consolidated financial statements included in this report.

The members of our Executive Management and of our Board, upon the consummation of the Business Combination, are set forth in the Prospectus in the section entitled “Management and Executive Compensation,” which is incorporated herein by reference. Effective as of Closing, the general meeting of shareholders elected Oliver R. Baumann, Dr. Christoph Antz, Marc Grüninger, Warren Hosseinion and Christoph Ziegler to the Board. The biographies of the newly appointed and elected directors are set forth in the section of the Prospectus entitled “Management and Executive Compensation,” which is incorporated herein by reference.

Information pertaining to the compensation of the directors and members of Executive Management of the Company is set forth in the Prospectus, in the section entitled “Management and Executive Compensation-Compensation of Directors and Executive Officers,” which is incorporated herein by reference.

Employee Stock Option Plan

In September 2021, the Board approved the Employee Stock Option Plan (the “ESOP”) as a one-off plan pursuant to which select eligible participants are directly allowed to purchase a specific number of common shares at a purchase price determined by the Board of Directors. Participants pay the par value of the common shares in cash. The terms of the ESOP are set forth in the Prospectus in the section titled “Management and Executive Compensation—Equity Incentive Plans—Employee Stock Option Plan,” which is incorporated herein by reference.

Virtual Stock Option Plan

The Board adopted a virtual stock option plan (the “VSOP”) in April 2021, which was subsequently amended and restated by board resolution on March 6, 2025. The VSOP is designed to provide members of the Board of Directors, employees of the Company and its Subsidiaries, and selected advisors with a contractual right to share in the economic value created by the Company, without conferring actual equity ownership or any shareholder rights. Under the VSOP, participants are granted virtual options structured as stock appreciation rights, which entitle the holder to receive cash payments equal to the appreciation in value of a notional share above a base amount, subject to the plan terms. Virtual options do not entitle participants to acquire actual shares, vote, or exercise shareholder rights, and do not dilute the Company’s share capital. Virtual options generally vest over three years, with one-third vesting after twelve months and the remainder vesting in equal monthly installments over the following twenty-four months, subject to continued service. Each virtual option has a maximum term of ten years from the grant date. The terms of the VSOP are set forth in the Prospectus in the section titled “Management and Executive Compensation—Equity Incentive Plans—Virtual Stock Option Plan,” which is incorporated herein by reference.

Additional Incentive Plan

On April 4, 2025, the Board approved an additional incentive plan for directors, executive management, and advisors. This plan supplements the VSOP by providing both cash payments and additional VSOP share grants tied to the achievement of defined financing milestones, including minimum thresholds for cross-financing, an initial public offering, and private investment in public equity (PIPE) transactions. Under this incentive structure, pre-assigned VSOP shares vest monthly over twelve months, additional VSOP shares and cash payments become payable upon satisfaction of key financing events, and vesting is conditional on continued service during the applicable period. The incentive plan is intended to further align the interests of key stakeholders with the Company’s financing strategy and growth objectives. The terms of the Additional Incentive Plan are set forth in the Prospectus in the section titled “Management and Executive Compensation—Equity Incentive Plans—Additional Incentive Plan,” which is incorporated herein by reference.

Conditional Capital for Employee and Advisory Options

The Company Articles provide that the Company’s share capital may be increased by a maximum amount of CHF 120,376 through the issuance of not more than 13,632,582 registered common shares with a par value of CHF 100/11325 each by the exercise of option rights granted to employees (including members of the Board of Directors and the Executive Board) and advisors of the Company and/or its subsidiaries. The Board of Directors shall prepare plans for the allocation of such option rights (employee stock option plans). The issue price shall be determined by the Board of Directors and at least correspond to the par value. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Company Articles, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Information pertaining to Board practices following the Closing is set forth in the Prospectus, in the sections entitled “Management and Executive Compensation” and “Description of PubCo Securities,” which are incorporated herein by reference.

As a foreign private issuer and in accordance with Nasdaq Listing Rule 5615(a)(3), we may, and intend to, choose to comply with home country (Switzerland) governance requirements and certain exemptions thereunder rather than complying with certain of the corporate governance requirements of the Nasdaq.

Swiss law does not require that a majority of our Board consist of independent directors. Our Board therefore may include fewer independent directors than would be required if we were subject to Nasdaq Listing Rule 5605(b)(1). In addition, we are not subject to Nasdaq Listing Rule 5605(b)(2), which requires that independent directors regularly have scheduled meetings at which only independent directors are present.

Although Swiss law also requires that we set up a remuneration committee, we may follow home country requirements with respect to such committee. Among other things, Swiss law does not require that all or a majority of the remuneration committee consist of independent directors.

Our articles of association provide for an independent proxy elected by our shareholders, who may represent our shareholders of record at a general meeting of shareholders, and we must provide shareholders of record with an agenda and other relevant documents for the general meeting of shareholders. However, Swiss law does not have a regulatory regime for the solicitation of proxies, thus our practice may vary from the requirement of Nasdaq Listing Rule 5620(b), which sets forth certain requirements regarding the solicitation of proxies. Furthermore, in accordance with Swiss law and generally accepted business practices, our articles of association do not provide quorum requirements generally applicable to general meetings of shareholders. Our practice thus varies from the requirement of Nasdaq Listing Rule 5620(c), which requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock.

Our Board has an audit committee and a compensation committee. These committees operate pursuant to our articles of association, organizational regulations and the charter of each respective committee, as applicable. The composition and functioning of all committees comply with all applicable requirements of Swiss law, the Exchange Act, The Nasdaq Global Market and SEC rules and regulations.

Audit Committee

The audit committee consists of Marc Grüninger, Warren Hosseinion and Christoph Ziegler. The audit committee assists the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. Mr. Grüninger serves as chairperson of the audit committee. In addition, the audit committee is responsible for overseeing the Company’s corporate accounting and financial reporting process and assisting the Board in monitoring the Company’s financial systems. The Board has determined that Mr. Grüninger, Mr. Hosseinion and Mr. Ziegler satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act and the Nasdaq listing rules. Mr. Grüninger qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC implementing Section 407 of SOX, and possesses financial sophistication, as defined under the rules of Nasdaq.

Each of the members of our audit committee qualifies as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to audit committee membership. The audit committee is governed by a charter that complies with applicable Nasdaq rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

Compensation Committee

The compensation committee consists of Oliver Baumann, Marc Grüninger and Christoph Ziegler. The compensation committee shall support the Board of Directors in establishing and reviewing the Company’s compensation principles and guidelines, in preparing the compensation report and in preparing the proposals to the Meeting of Shareholders regarding compensation of the members of the Board of Directors and Executive Board. Mr. Baumann serves as chairperson of the compensation committee. The compensation committee may submit proposals to the Board of Directors in other compensation related issues. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

Following and as a result of the Business Combination, the business of the Company is conducted through its wholly owned subsidiary, Veraxa Biotech GmbH, based on Heidelberg, Germany.

Information pertaining to our employees is set forth in the Prospectus, in the section entitled “Information About the Company — Employees” which is incorporated herein by reference.

Information about the ownership of Company Ordinary Shares by our directors and members of Executive Management upon consummation of the Business Combination is set forth in Item 7.A of this Report. Information about arrangements for involving employees in the capital of the Company is set forth in Item 6.B of this Report.

The following table sets forth information regarding the beneficial ownership of Company Ordinary Shares as of June 10, 2026 immediately following the consummation of the Business Combination by:

Except as otherwise noted herein, the number and percentage of Company Ordinary Shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any Company Ordinary Shares as to which the holder has sole or shared voting power or investment power and also any Company Ordinary Shares which the holder has the right to acquire within 60 days of the Closing Date through the exercise of any option, warrant or any other right.

We have based percentage ownership on 141,407,813 Company Ordinary Shares outstanding as of the Closing Date, June 10, 2026. The table below does not include earn-out shares which are issued and contingently forfeitable and are not deemed to be outstanding.

Information pertaining to related party transactions is set forth in the Prospectus, in the section entitled “Related Person Transactions,” which is incorporated herein by reference.

Not applicable.

See Item 18 of this Report for consolidated financial statements and other financial information.

Information regarding legal proceedings involving the Company is included in the Prospectus in the section entitled “Information About the Company—Legal Proceedings” and is incorporated herein by reference.

See Item 18 (Notes to Financial Statements – Subsequent Events) for significant changes and other financial information.

Nasdaq Listing of Ordinary Shares and Warrants

The Company Ordinary Shares are listed on the Nasdaq Global Market under the symbol VRXA. The Company Warrants are listed on the Nasdaq Capital Market under the symbol VRXAW. Holders of Company Ordinary Shares and Company Warrants should obtain current market quotations for their securities.

Sponsor Support and Lock-Up Agreement

Information regarding the lock-up restrictions applicable to the Sponsor and Initial Shareholders is included in the Prospectus in the section entitled “Proposal One—The Business Combination Proposal—Related Agreements—Sponsor Support and Lock-Up Agreement,” which is incorporated herein by reference.

Registration Rights Agreement

Information regarding the registration rights applicable to holders of PubCo securities is included in the Prospectus in the section entitled “Proposal One—The Business Combination Proposal—Related Agreements—Registration Rights Agreement,” which is incorporated herein by reference.

Shareholder Support and Lock-Up Agreements

Information regarding the lock-up restrictions applicable to certain Company Shareholders is included in the Prospectus in the section entitled “Proposal One—The Business Combination Proposal—Related Agreements—Agreements Entered into in Connection with the Business Combination” and is incorporated herein by reference.

Not applicable.

The Company Ordinary Shares and Company Warrants are listed on The Nasdaq Global Market under the symbol “VRXA” and “VRXAW”, respectively.

Not applicable.

Not applicable.

Not applicable.

The Company’s total share capital amounts to CHF 1,248,634 + 50/453 and is divided into 141,407,813 registered common shares with a par value of CHF 1/113.25 each. The shares are paid up in full. The Company is authorized to increase its share capital by up to 40,948,029 registered common shares in the form of conditional capital and up to 70,662,564 registered common shares under the capital band, as set forth in the Prospectus in the sections entitled “Description of PubCo Securities—Capital Structure of PubCo”. As of June 10, 2026, subsequent to the closing of the Business Combination, there were 141,407,813 Company Ordinary Shares outstanding and issued and 15,000,000 Earnout Shares issued and contingently forfeitable. There were also 20,315,000 Company Warrants outstanding, each entitling the holder to purchase one PubCo Ordinary Share at an exercise price of $11.50 per share.

The articles of association of the Company are included as Exhibit 1.1 to this Report. The description of the articles of association of the Company contained in Annex C to the Prospectus is incorporated herein by reference.

Material Contracts Relating to Company’s Operations

Information pertaining to the Company’s material contracts is set forth in the Prospectus, in the sections entitled “Information About the Company—Material Licenses, Partnerships and Collaborations” which is incorporated herein by reference.

Material Contracts Relating to the Business Combination

Business Combination Agreement

The description of the Business Combination Agreement, as amended, is included in the Prospectus in the section entitled “Annex A: The Business Combination Agreement” which is incorporated herein by reference.

Other Agreements

The description of other material agreements relating to the Business Combination is included in the Prospectus in the section entitled “Proposal No.1—The Business Combination Proposal—Related Agreements” which is incorporated herein by reference.

There are no foreign exchange controls or foreign exchange regulations under the currently applicable laws of Switzerland.

Information pertaining to tax considerations related to the Business Combination is set forth in the Prospectus, in the section entitled “Material Tax Considerations,” which is incorporated herein by reference.

The Company has never declared or paid any cash dividends and has no plan to declare or pay any dividends on Company Ordinary Shares in the foreseeable future. The Company currently intends to retain any earnings for future operations and expansion.

Under Swiss law, we may pay dividends if we have sufficient distributable profits brought forward from the previous business years (Gewinnvortrag), or if we have distributable reserves (frei verfügbare Reserven), each as evidenced by our audited stand-alone statutory balance sheet prepared pursuant to Swiss law, and after allocations to reserves required by Swiss law have been deducted. The shareholders’ meeting may also resolve to pay an interim dividend based on an interim account. The external auditor must review the interim account before the shareholders’ meeting passes the resolution. The provisions governing dividends apply. Distributable reserves are generally booked either as “free reserves” (freie Reserven) or as “reserve from capital contributions” (Reserven aus Kapitaleinlagen).

Under Swiss law, five percent of the annual profit shall be assigned to the statutory retained earnings (gesetzliche Gewinnreserve). The statutory retained earnings (gesetzliche Gewinnreserve) shall be increased until, when taken together with the statutory capital reserve (gesetzliche Kapitalreserve), they reach one half of the share capital specified in the commercial register. Swiss law permits us to accrue additional general reserves. Further, a purchase of our own shares (whether by us or a subsidiary) reduces the distributable reserves in an amount corresponding to the purchase price of such own shares. Finally, Swiss law, under certain circumstances, requires the creation of revaluation reserves which are not distributable.

Swiss law allows preferential dividend distribution rights based on the share class. Participation certificates may also carry preferential dividend rights. Within the same share class, shareholders must not receive differential dividend distribution rights.

The historical financial statements of Voyager Acquisition Corp. as of and for the years ended December 31, 2025 and 2024 included in SPAC’s Annual Report on Form 10-K, filed on March 10, 2026, are incorporated by reference in this Report solely to support the Voyager historical financial information used in the unaudited pro forma condensed combined financial information included as Exhibit 15.1. Such Voyager financial statements and related notes have been audited, to the extent audited historical periods are incorporated by reference, by WithumSmith+Brown, PC (PCAOB ID Number 100), an independent registered public accounting firm. Such financial statements are incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Veraxa Biotech AG as of and for the years ended December 31, 2025 and 2024 are included directly in this Shell Company Report on Form 20-F under Item 18. Such financial statements have been audited by Grassi & Co., CPAs, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Veraxa Biotech Holding AG as of December 31, 2025 and for the period from June 25, 2025 (inception) through December 31, 2025 are included directly in this Shell Company Report on Form 20-F under Item 18. Such financial statements have been audited by Grassi & Co., CPAs, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our equity securities. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We will also furnish to the SEC, on Form 6-K, unaudited financial information with respect to our interim results. Information filed with or furnished to the SEC by us will be available on our website. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.

Not applicable.

The information regarding quantitative and qualitative disclosures about market risk is set forth in Item 5 of this Report.

Not applicable.

PART II

None.

Except as otherwise described in the Explanatory Note, Item 10.B, and Item 10.C of this Report, there have been no material modifications to the rights of holders of the Company’s securities.

Not applicable with respect to use of proceeds.

Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 due to the material weakness in our internal control over financial reporting described below.

Material Weakness in Internal Control Over Financial Reporting. As of December 31, 2025, management identified a material weakness in our internal control over financial reporting resulting from a lack of financial reporting close controls designed to ensure that all material transactions and developments impacting the financial statements are appropriately reflected in accordance with IFRS, including non-routine and complex accounting issues. Management has developed and is implementing a remediation plan to address this material weakness, including remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting. This Report is a Shell Company Report on Form 20-F and not an annual report for a completed fiscal year.

Attestation Report of the Registered Public Accounting Firm. Not applicable. As an emerging growth company, the Company is not required to provide an auditor attestation report on internal control over financial reporting.

Changes in Internal Control Over Financial Reporting. Other than the remediation efforts described above, there were no changes in our internal control over financial reporting that occurred during the period covered by this Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Following the completion of the Business Combination, our Board determined that Marc Grüninger qualifies as an “audit committee financial expert,” as defined by applicable SEC rules, and that Mr. Grüninger is independent under Rule 10A-3 under the Exchange Act and the applicable Nasdaq listing rules.

Following the completion of the Business Combination, the Company adopted a code of ethics applicable to its directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Company was formed in 2025 and completed the Business Combination on June 10, 2026. Accordingly, the Company’s audit committee was established only in connection with the closing of the Business Combination and did not pre-approve audit or non-audit services during the historical periods presented in this report.

Going forward, the audit committee will be responsible for the pre-approval of all audit and permitted non-audit services performed by the Company’s independent registered public accounting firm.