Voyager Acquisition Corp./Cayman Islands 8-K

What Happened

• On May 27, 2026, Voyager Acquisition Corp. (Voyager) and Veraxa Biotech Holding AG (PubCo), in connection with a previously announced deSPAC Business Combination Agreement, agreed to a private placement in which PubCo will issue $27,500,000 of senior secured notes and warrants to purchase up to 2,391,305 PubCo ordinary shares. The notes mature Aug. 27, 2027 and the warrants have an initial exercise price of $11.50 per share. The same day PubCo and Voyager entered a separate purchase agreement with Lincoln Park Capital Fund, LLC committing Lincoln Park to purchase up to $50,000,000 of PubCo ordinary shares over up to 24 months, subject to customary conditions and an initial $750,000 in "commitment shares."

Key Details

• Private Placement: $27,500,000 aggregate principal of senior secured notes due Aug. 27, 2027; monthly partial redemptions of $2,750,000; default remedies include acceleration at 115% of principal plus accrued interest and 15% default interest.
• Warrants: Up to 2,391,305 warrants, $11.50 exercise price, exercisable on issuance and expiring four years after the resale registration covering the shares is declared effective.
• Collateral and covenants: Notes are senior secured with first-priority security interests on the Company’s assets, bank account pledges/control agreements, customary covenants (including liquidity and cash-burn covenants) and a 4.99% beneficial ownership cap (can increase to 9.99% with notice).
• Lincoln Park facility: Up to $50M of share purchases over 24 months after a registration statement is effective; PubCo may direct purchases (daily regular purchases up to $100k, rising with higher prices); Lincoln Park receives $750,000 in commitment shares (earned at signing, payable only if the merger closes).

Why It Matters

• Financing for the deSPAC: These agreements provide PubCo with near-term secured debt financing ($27.5M) and potential equity liquidity (up to $50M via Lincoln Park) intended to support the planned deSPAC transaction and working capital needs.
• Investor impact: The notes and warrants create secured debt obligations and potential equity dilution (warrants, Lincoln Park purchases, possible equity settlement of note redemptions). The registration commitments (F‑1/F‑3) aim to permit resale of millions of shares underlying the securities.
• Governance and restrictions: The financing includes covenants and collateral that could limit PubCo’s ability to pay dividends, repurchase stock or enter certain variable-rate equity transactions while the notes are outstanding, which may affect post-merger capital flexibility.