Voyager Acquisition Corp./Cayman Islands 8-K

What Happened
Voyager Acquisition Corp. (VACH) filed an 8-K reporting that on February 2, 2026 it entered a Second Amendment and Waiver to its Business Combination Agreement with Veraxa Biotech AG. The parties agreed to increase the aggregate merger consideration from $1,300,000,000 to $1,350,000,000. Veraxa also waived a contractual provision to allow Voyager to propose removing the Company’s $5,000,001 net tangible asset requirement from its governing documents. Separately, Voyager, Veraxa and the Sponsor amended the Sponsor Support Agreement so the Sponsor will forfeit 200,000 Class B Ordinary Shares and 400,000 SPAC Warrants for no consideration; a corresponding number of PubCo ordinary shares and warrants will be issued to Veraxa shareholders at closing.

Key Details

• Amendment date: February 2, 2026; 8-K filed Feb 3, 2026 (Accession 0001829126-26-000900).
• Merger consideration increased by $50,000,000 (from $1.30B to $1.35B).
• Veraxa waived Section 7.3(a)(i) solely to permit proposing removal of the $5,000,001 net tangible asset requirement from Voyager’s amended and restated memorandum and articles of association.
• Sponsor agreed to forfeit/cancel 200,000 Class B Ordinary Shares and 400,000 SPAC Warrants for no consideration; corresponding PubCo shares and warrants will be issued to Veraxa shareholders at closing.

Why It Matters
These amendments materially change the economics and the corporate mechanics of the pending business combination: the total consideration to Veraxa shareholders increases by $50 million, and the Sponsor’s forfeiture and reissuance of shares/warrants reallocates some equity/warrant value to Veraxa’s shareholders. The waiver regarding the net tangible asset threshold allows Voyager to seek a charter amendment that could affect SPAC closing mechanics or shareholder approval requirements. Investors should note these are contractual changes to the deal terms filed with the SEC; consult transaction disclosures and proxy materials for how these changes affect per-share consideration and ownership at closing.