VERAXA Biotech Clears Key Hurdle for NASDAQ Debut via SPAC Merger

ZURICH, SWITZERLAND – March 02, 2026 – Swiss oncology firm VERAXA Biotech AG has taken a decisive step toward becoming a publicly traded company on the NASDAQ exchange. In an Extraordinary General Meeting on February 27, the company's shareholders overwhelmingly approved a complex merger and the issuance of new shares, critical prerequisites for its planned business combination with Voyager Acquisition Corp. (NASDAQ: VACH), a special purpose acquisition company (SPAC).

This approval greenlights a multi-step transaction that will see VERAXA merge with a holding company, which will then combine with Voyager. If the final steps proceed as planned, the resulting entity will trade under the ticker symbol 'VRXA', providing the emerging cancer therapy designer with access to public market capital to fuel its ambitious drug development pipeline.

“We appreciate our shareholders’ support and their approval to take the next steps in our business combination process with Voyager,” said Christoph Antz, Ph.D., Chief Executive Officer of VERAXA, in a statement. “VERAXA is well-positioned to generate significant long-term value by addressing the growing need for safer and more effective cancer therapies.”

A Strategic Leap to Public Markets

The shareholder vote sets in motion a transaction first announced on April 22, 2025. The deal values VERAXA at a pre-money equity value of approximately $1.3 billion. Assuming no redemptions by Voyager's public shareholders, the combined company could have a pro forma equity value of around $1.64 billion upon closing and gain access to up to $253 million in cash held in Voyager's trust.

The merger will be executed as an absorption merger, where Veraxa Biotech Holding AG will acquire the operating company, VERAXA Biotech AG, and then change its name to Veraxa Biotech AG. The company's current leadership, including CEO Christoph Antz, will remain at the helm, ensuring continuity in its scientific and corporate strategy. A significant vote of confidence comes from VERAXA's existing shareholders and management, who are rolling over 100% of their equity into the new public entity.

Shareholders also approved an ordinary capital increase of up to CHF 223,400.00, allowing for the issuance of new shares to Voyager's shareholders as part of the combination. In exchange for their holdings, VERAXA's current investors are expected to receive approximately 130 million ordinary shares in the combined company. This move is designed to finalize the capital structure ahead of the public listing.

The Science Driving the Deal

At the heart of this billion-dollar valuation is VERAXA's cutting-edge work in oncology. The company, which traces its scientific roots to breakthroughs at the prestigious European Molecular Biology Laboratory (EMBL), is focused on developing next-generation antibody-based therapeutics. Its primary focus is on two of the most promising areas in modern cancer treatment: antibody-drug conjugates (ADCs) and bispecific T cell engagers (TCEs).

VERAXA's proprietary BiTAC (Bi-Targeted Tumor-Associated Cytotoxicity) platform is a key differentiator. It employs a sophisticated "combinatorial-gated" design, meaning its therapeutic molecules are only activated when they bind to two specific targets found in close proximity on a cancer cell. This approach aims to dramatically improve safety by minimizing off-target toxicity to healthy tissues, a persistent challenge for many potent cancer therapies.

In the ADC space, the company utilizes advanced genetic code expansion and bioorthogonal click chemistry to create highly homogeneous ADCs. This allows for precise control over where a toxic payload is attached to an antibody, leading to more stable drugs with improved pharmacokinetic profiles. The market potential is immense, with industry analysts projecting the ADC market to reach $57 billion and the T cell engager market to exceed $112 billion by 2030.

The company's pipeline includes several promising candidates. Its lead asset, VX-A901, is a monoclonal antibody targeting FLT3, currently in Phase 1 clinical trials for Acute Myeloid Leukemia (AML). Early data has suggested it is safe and well-tolerated, with signs of efficacy even in heavily pre-treated patients. Behind it are several preclinical assets, including VX-P903, a BiTAC T-cell engager for Multiple Myeloma, and VX-A902, an ADC targeting HER2 for Breast Cancer.

The SPAC Route: Opportunity and Scrutiny

By opting for a merger with a SPAC, VERAXA joins a growing list of biotech firms that have chosen this alternative path to the public markets over a traditional IPO. This route can offer faster access to capital and a more certain valuation, but it is not without risks. The biotech SPAC landscape has been marked by volatility, with high shareholder redemption rates and uneven post-merger stock performance being common challenges.

Voyager Acquisition Corp. is a blank-check company sponsored by Cantor Fitzgerald & Co., Voyager Acquisition Sponsor Holdco LLC, and Odeon Capital Group LLC. It raised $253 million in its August 2024 IPO with the explicit mission of merging with a high-potential healthcare company. Voyager's team brings experience in investing and medical innovation, which it aims to leverage to scale its chosen partner.

The broader SPAC ecosystem has faced increased regulatory scrutiny. Notably, Odeon Capital Group, one of Voyager's sponsors, was fined by the Financial Industry Regulatory Authority (FINRA) in September 2024 for supervisory lapses related to its role in other SPAC offerings. While unrelated to the VERAXA deal, such events highlight the complex regulatory environment surrounding these financial vehicles.

For the VERAXA-Voyager deal, the risk of redemptions remains a key variable. The final amount of capital transferred to VERAXA will depend on how many VACH shareholders choose to redeem their shares for cash rather than participate in the combined company. The initial deal announcement noted efforts to raise a separate crossover financing round to ensure the company is well-capitalized for at least two years post-merger, mitigating some of this uncertainty.

The Path Forward and Remaining Hurdles

While VERAXA's shareholder approval is a landmark achievement, the finish line has not yet been crossed. The business combination is still contingent on approval from Voyager's own shareholders, a vote for which a date has not yet been set. The transaction must also satisfy other customary closing conditions and navigate the final regulatory procedures.

Voyager itself operates under a deadline. Like all SPACs, it has a limited window to complete a merger—in its case, until August 2026—or it will be forced to liquidate and return its capital to shareholders. This creates pressure to finalize the transaction in a timely manner.

Assuming all conditions are met, the successful closing of the merger will mark the beginning of a new chapter for VERAXA. As a publicly listed entity on NASDAQ, it will have not only enhanced financial resources but also the heightened visibility and scrutiny that come with being traded on a major U.S. exchange. The company's ability to execute on its clinical development milestones will be watched closely by investors, as it works to translate its innovative science into therapies that can make a meaningful difference for cancer patients.