Veraxa Biotech AG美股招股说明书(2026-08-10版)

UP TO 19,436,739 ORDINARY SHARES UNDERLYING WARRANTS,UP TO 6,786,739 PRIVATE WARRANTS AND UP TO 120,295,385 ORDINARY SHARESOF VERAXA BIOTECH AG This prospectus relates to the issuance by Veraxa Biotech AG of up to 19,436,739 Ordinary Shares, par value CHF 1/113.25, including(i) 12,650,000 Ordinary Shares issuable upon the exercise of the Public Warrants to purchase Ordinary Shares at an exercise price ofUS$11.50 per share, which were issued on June 10, 2026 (the “Closing Date”), in exchange for the SPAC Public Warrants; and (ii)6,786,739 Ordinary Shares issuable upon the exercise of the Private Warrants, to purchase Ordinary Shares at an exercise price ofUS$11.50 per share, which were issued on the Closing Date in exchange for the SPAC Private Warrants. The SPAC Public Warrantswere originally underlying the SPAC Units, which were issued to the public in the initial public offering of the SPAC, with each SPACUnit consisting of one (1) SPAC Class A Ordinary Share and one-half of one (1/2) SPAC Public Warrant, separated at the Closing ofthe Business Combination. The SPAC Private Warrants were originally underlying the SPAC Units, which were issued to the Sponsorand the underwriters in a private placement simultaneously with the closing of the initial public offering of the SPAC, with each SPACUnit consisting of one SPAC Class A Ordinary Share and one-half of one redeemable SPAC Private Warrant, separated at the Closingof the Business Combination. This prospectus also relates to the potential offer and sale from time to time by the selling securityholders named in this prospectus ortheir pledgees, donees, transferees, assignees or other successors in interest (that receive any of the securities as a gift, distribution, orother non-sale related transfer) (collectively, the “Selling Securityholders”) of up to (i) 6,786,739 Private Warrants and (ii)120,295,385 Ordinary Shares, which consist of: i.6,100,000 outstanding Ordinary Shares issued upon conversion on a one-for-one basis of SPAC Class B Ordinary Shares;ii.99,695,385 outstanding Ordinary Shares issued to Company Shareholders that are directors, officers and affiliates of theCompany in the Business Combination;iii.3,500,000 Ordinary Shares issued to Cantor pursuant to the Fee Modification Agreement; andiv.Up to 11,000,000 Ordinary Shares issuable upon exercise of the HTC Note and the High Trail Warrant. Our Ordinary Shares are listed on the Nasdaq Global Market under the symbol “VRXA.” On August 7, 2026, the closing price of ourOrdinary Shares was $1.99 per share. Our Warrants are listed on the Nasdaq Capital Market under the symbol “VRXAW.” On August 7, 2026, the closing price of ourWarrants was $0.096 per share. Table of Contents We will not receive any proceeds from any sale of the securities by the Selling Securityholders. We will receive proceeds from theexercise of Warrants if the Warrants are exercised for cash. The likelihood that Warrant holders will exercise the Warrants and any cashproceeds that we would receive are dependent upon the market price of the Ordinary Shares, among other things. If the market pricefor the Ordinary Shares is less than US$11.50 per share, we believe Warrant holders will be unlikely to exercise their Warrants. Thereis no assurance that the Warrants will be “in the money” prior to their expiration or that the Warrant holders will exercise theirWarrants. Holders of the Warrants have the option to exercise the Private Warrants on a cashless basis in accordance with the WarrantAgreement. To the extent that any Warrants are exercised on a cashless basis, the amount of cash we would receive from the exerciseof the Warrants will decrease. We will pay the expenses associated with registering the sales by the Selling Securityholders, asdescribed in more details in the section titled “Use of Proceeds” appearing elsewhere in this prospectus. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus and future filings. We are a foreign private issuer within the meaning of the rules under the Exchange Act, as such, we are permitted to follow thecorporate governance practices of our home country in lieu of the corporate governance standards of the Nasdaq applicable to U.S.domestic companies. For example, we are not required to have a majority of the Board consisting of independent directors nor have acompensation committee or a nominating and corporate governance committee consisting entirely of independent directors. We intendto continue to follow our home country’s corporate governance practices as long as we remain a foreign private issuer. As a result, ourshareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to corporategovernance requirements of the Nasdaq. As a foreign private issuer, we are also su