Voyager Acquisition Corp-A美股招股说明书(2026-02-19版)

LETTER TO SHAREHOLDERS OFVOYAGER ACQUISITION CORP. To the Shareholders of Voyager Acquisition Corp.: You are cordially invited to attend the extraordinary general meeting of shareholders (the “extraordinary general meeting”) of VoyagerAcquisition Corp., a Cayman Islands exempted company (“SPAC”) to be held at 10:30 a.m. Eastern Time on March12, 2026 at the offices ofWinston&StrawnLLPlocatedat800CapitolStreet,Suite2400,Houston,Texas77002,andvirtuallyathttps://www.cstproxy.com/voyageracq/2026, for the purpose of voting on the Business Combination and the other matters described in theaccompanying proxy statement/prospectus. You will be able to attend, vote your shares and submit questions during the extraordinary generalmeeting via a live webcast available at the website address above. Unless otherwise defined herein, capitalized terms shall have the meaningsascribed to them in the section entitled “Frequently Used Terms” in the accompanying proxy statement/prospectus. At the extraordinary general meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”): Proposal No. 1—The Business Combination Proposal— to consider and vote upon a proposal (the “Business Combination Proposal”) toapprove and authorize, by ordinary resolution, the Business Combination Agreement, dated as of April 22, 2025, by and among SPAC, VeraxaBiotech AG (the “Company”), a public limited company organized under the Laws of Switzerland, and Oliver Baumann, solely in his capacityas shareholder representative (the “Company Shareholder Representative”), as amended on October 18, 2025 and as further amended onFebruary 2, 2026, copies of which are attached to the proxy statement/prospectus asAnnex A,Annex A1andAnnex A2, respectively, and thetransactions contemplated therein, pursuant to which (i) Voyager Acquisition Sponsor Holdco LLC (the “Sponsor”) formed Veraxa BiotechHolding AG (“PubCo”), (ii) PubCo formed Veraxa Cayman Merger Sub, an exempted company limited by shares incorporated under the lawsof the Cayman Islands, as a direct wholly owned Subsidiary of PubCo (“Merger Sub”), (iii) Sponsor shall transfer thePubCo Ordinary Sharesto the Contribution Agent, (iv) SPAC shall merge with and into Merger Sub, with Merger Sub as the surviving company in the merger and, aftergiving effect to clause (v), continuing as a wholly owned Subsidiary of PubCo (the “Initial Merger”), (v) the Contribution Agent shallcontribute the Merger Sub Shares received in the Initial Merger on behalf of the SPAC shareholders to PubCo and an increase to capitalcontribution reserves, (vi) the Contribution Agent shall transfer the PubCo Ordinary Shares received by Sponsor to the SPAC Shareholders,(vii) Merger Sub will distribute its assets to PubCo as a liquidating distribution and, as soon as reasonably possible, Merger Sub shall bedissolved under the Laws of the Cayman Islands and will cease to be a wholly owned Subsidiary of PubCo, and (viii) 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 PubCoas the surviving entity in the merger (the “Acquisition Merger”). The Initial Merger, the Acquisition Merger and the other transactionscontemplated by the Business Combination Agreement are referred to as the “Business Combination”; Table of Contents Proposal No. 2—The Initial Merger Proposal— to consider and vote upon a proposal (the “Initial Merger Proposal”) to approve, by specialresolution, the Initial Merger and the Plan of Initial Merger, substantially in the form attached to the proxy statement/prospectus asAnnex B; Proposal No. 3—The NTA Amendment Proposal— to consider and vote upon a proposal (the “NTA Amendment Proposal”) to approve, byspecial resolution, an amendment to the SPAC Articles in the form set forth inAnnex Eto the accompanying proxy statement/prospectus, toremove the limitation that prevents SPAC from redeeming SPAC Public Shares if such redemption would cause SPAC to have net tangibleassets of less than $5,000,001; Proposal No. 4—The Advisory Organizational Documents Proposals— to consider and vote upon four separate proposals (collectively, the“Advisory Organizational Documents Proposals”) to approve, on a non-binding advisory basis, by ordinary resolution, material differencesbetween the amended and restated memorandum of association of SPAC (as amended, the “SPAC Articles”) and the articles of association ofPubCo (the “PubCo Articles”), which are being presented separately in accordance with SEC guidance to give shareholders the opportunity topresent their separate views on important corporate governance provisions; copies of the PubCo Articles are attached to the accompanyingproxy statement/prospectus asAnnex C; and Proposal No. 5—The Adjournment Proposal— to consider and vote upon a proposal (the “Adjournment Proposal”) to approve, by ordinaryresolution, the adjournment of the extraordinary general mee