SecProbe.io

August 27, 2025
Christoph Antz
Chief Executive Officer
Veraxa Biotech Holding AG
Talacker 35
8001 Zurich, Switzerland
Adeel Rouf
Chief Executive Officer
Voyager Acquisition Corp./Cayman Islands
131 Concord Street
Brooklyn, NY 11201
Re:Veraxa Biotech Holding AG
Registration Statement on Form F-4
Amendment No. 1 to Registration Statement on Form F-4
Filed July 31, 2025
File No. 333-289108
Dear Christoph Antz and Adeel Rouf:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Cover Page
1.Please revise your cover page to state the amount of the compensation received or to
be received by the SPAC sponsor, its affiliates, and promoters in connection with the
de-SPAC transaction or any related financing transaction. Refer to Item 1604(a)(3) of
Regulation S-K for guidance.

August 27, 2025
Page 2
2.Whenever available, please revise your cover page to discuss the contemplated PIPE
agreement discussed on page 177. Refer to Item 1604(a)(2) of Regulation S-K for
guidance.
Questions and Answers about the Business Combination and the Extraordinary General
meeting, page 11
3.Please revise this section to include a Q&A discussing the anticipated liquidity
position of PubCo following the Business Combination. In your Q&A please quantify
anticipated transaction expenses and debts of the combined company, including any
deferred underwriting commissions. In your Q&A, please also discuss how PubCo
intends to use the proceeds from the Business Combination and how far it expects to
reach in the development of Veraxa Biotech Holding AG's product candidates with
these proceeds at the various redemption levels detailed in your sensitivity analysis.
Please similarly revise the Summary of the Proxy Statement/Prospectus.
4.Please revise this section to include a Q&A disclosing the management and directors
of the post-business combination company.
Q: Why is SPAC proposing the Business Combination?, page 16
5.Please revise this Q&A to disclose the valuation ascribed to Veraxa Biotech Holding
AG in the Business Combination.
Q: What are the U.S. federal income Tax consequences of the Business Combination to me?,
page 19
6.Please revise this Q&A to briefly describe the tax consequences of (i) the Business
Combination to U.S. holders of Voyager Acquisition Ordinary Shares and (ii)
exercising redemption rights, respectively. Please also revise here and throughout to
state that your discussion of the tax consequences of the Business Combination
constitutes the opinion of counsel and identify counsel.
Q: How do the Sponsor and the officers and directors of SPAC intend to vote on the
proposals?, page 20
7.Please disclose if any consideration was received by the shareholders who have
agreed to vote in favor of the merger agreement.
Q: What shareholder vote thresholds are required for the approval of each proposal..., page 25
8.Please revise this Q&A to clearly state that the Business Combination is not structured
so that approval of at least a majority of unaffiliated security holders of Voyager
Acquisition is required, as you have done on page 146. Please also revise to add risk
factor disclosure highlighting the risks to unaffiliated investors related to this
structure. Refer to Item 1606(c) of Regulation S-K for guidance.
Summary of the Proxy Statement/Prospectus
Veraxa Biotech AG, page 28
We note your statement that your pipeline has the potential to expand the therapeutic
window of current solid tumor treatments through "improved safety and efficacy 9.

August 27, 2025
Page 3
profiles." We also note disclosure appearing in your Business section referring to your
candidates as "highly effective", "potent", "safe" and with "excellent safety
profiles." Please revise throughout the proxy statement/prospectus to remove any
implication that your product candidates are currently safe and/or effective as these
statements are premature based on your current stage of development and
determinations regarding safety and efficacy are solely within the authority of the
FDA and corresponding regulatory authorities.
Reasons for the SPAC Board's Approval of the Business Combination, page 37
10.We note your disclosure that Voyager Acquisition's board considered certain "forecast
projections" in determining that the business combination was in the SPAC's best
interest. Please revise, wherever appropriate, to disclose these projections, including
any material assumptions underlying the projections and Veraxa's reasoning for
preparing the projections. Please also clearly state whether the projections continue to
reflect the views of Veraxa's management on its future performance as of the most
recent practicable date.
Emerging Growth Company, page 53
11.You disclose that you have "elected to take advantage of the benefits of this extended
transition period for complying with new or revised accounting standards as required
when they are adopted for public companies."  However, the extended transition
period is only for US GAAP and is not applicable to IFRS.  Refer to Questions 33 and
34 of the Jumpstart Our Business Startups Act Frequently Asked Questions available
on our website.  Please revise this section as well as similar disclosures elsewhere in
your document accordingly.
Background of the Business Combination, page 170
12.Please revise this section to include a reasonably detailed discussion of both the
benefits and detriments of the de-SPAC transaction and any related financing
transactions to Voyager Acquisition, the Sponsor, Veraxa Biotech Holding AG, and
unaffiliated security holders of Voyager. Refer to Item 1605(c) of Regulation S-K for
guidance.
13.Please expand this discussion to include Veraxa Biotech AG's reasons for engaging in
the Business Combination and whether it considered other transactions, such as
conducting a traditional IPO, in lieu of a de-SPAC. Refer to Item 1605(b)(3) of
Regulation S-K for guidance.
14.Please revise this section to reflect when the fairness opinion was provided by the
financial advisor and whether the opinion was considered in evaluating the
transaction.
Summary of Fairness Opinion to SPAC, page 182
15.Please revise this section to briefly describe the qualifications of ERShares. Refer
to Item 1607(b)(2) of Regulation S-K for guidance.
Please revise your disclosure regarding the Guideline Publicly Traded Companies
Analysis to disclose in more detail why ERShares selected the 12 GPC Guideline 16.

August 27, 2025
Page 4
Companies, the stage of development of each company in the analysis and each
company’s estimated enterprise value. Please disclose whether any of the guideline
companies are at a more advanced stage of development than Veraxa Biotech AG and,
if so, whether ERShares applied any discount factor to these companies.
Information about SPAC, page 193
17.Please revise to describe describe the general character of the Sponsor's business.
Refer to Item 1603(a)(2) of Regulation S-K for guidance.
18.Please revise this section to clearly identify any SPACs and SPAC business
combinations in which your management team has participated. In addition, for each
SPAC involving members of your management team, clearly disclose any extensions
and redemption levels in connection with any extension and/or business combination.
For those SPACs that have completed a de-SPAC transaction, disclose the current
trading prices. Refer to Item 1603(a)(3) of Regulation S-K for guidance.
Information about the Company, page 215
19.Please revise to remove all references to your product candidates and platforms
potentially being "first-in-class" or "best-in-class" as these statements are speculative
in light of the current regulatory status of your clinical and preclinical candidates.
20.We note your disclosure that you are in several discussions with global
pharmaceutical companies interested in the potential of your BiTAC platforms.
Please revise your disclosure to provide more detail regarding these discussions with
these parties, including the nature of their interests and the current status of any
negotiations. In addition, please provide the same level of disclosure in relation to
your statements about the potential licensing of your VX-A902 program.
21.Please revise to provide a more fulsome description of any preclinical studies wherein
you compare your candidates to other clinical candidates or approved drug products.
For example only, we note your disclosure on page 231 of a study comparing your
"PBD warheads" to a "marketed ADC" and disclosure on page 247 related to a test
wherein you compare your BiTAC-TCEs to "standard TCEs." Please revise your
discussion of these studies to clarify if they were head-to-head trials against specific
compounds and briefly discuss the methodology of each study disclosed. To the
extent any of these comparisons arise from studies that were not head-to-head, please
remove them.
Company Background, page 216
22.Please expand your disclosure regarding your acquisition of VX-A901, including
when you acquired the product candidate, that party from whom it was acquired and
whether there are any ongoing obligations to the party. Please also provide similar
disclosure for the in-licensing of the Hemibody platform. Please file any agreements
relating to these items as exhibits to your registration statement or tell us why you
believe such a filing is not required.

August 27, 2025
Page 5
Our Concepts for Improving Targeted Therapies, page 219
23.Please revise to define the phrase “click-to-release” in the context of your BiTAC
platforms.
Our Dual-Targeting/AND-Gate Concept, page 222
24.Please revise the graphic appearing on page 222 to remove the arrows impling that
your product candidates will be safer and more effective than approved therapies.
Please also revise the graphic on page 221, which implies that your product is less
toxic and more effective than current cancer treatments.
Our BiTAC Platforms, page 238
25.Please provide your basis for your statement claiming that your BiTAC platform
currently stands as the "only technology capable of abolishing systemic toxicity."
26.Please remove your statements claiming that you will be able to develop your drug
products "faster," at a "lower cost" or with an "increased chance of success" as these
statements are speculative.
Our Hitmaster Screening Platform, page 250
27.Please revise to briefly discuss your reasons for no longer pursuing internal
therapeutic discovery programs utilizing your Hitmaster platform. Please also clarify
if any of your own preclinical and clinical candidates were discovered using this
platform.
Discovery, page 255
28.Please define the terms "preclinically validated" and "clinically validated" within the
context of the antibodies you are selecting in your Discovery phase.
Our Pipeline, page 261
29.Please revise your pipeline table to present the current development status of each of
your material product candidates without predicting the potential dates for future
development stages that you are not yet prepared to initiate. For example only, we
note your disclosure expecting VX-A903-1 will be entering Phase 2 trials in
2030. Clinical development is inherently uncertain and requires success in the prior
stage for continued development, so it is speculative to assume you will be able to
conduct Phase 2 trials prior to completing Phase 1. Please revise your pipeline table
accordingly.
30.We note the inclusion of a number of candidates with an indication of "tbd" that
appear to be in the early preclinical or discovery stages. We also note a number of
potential "partnerships" candidates that do not appear to be entering discovery or
preclinical testing until 2026 or 2027. Given the limited disclosure related to these
candidates, please revise to explain how these candidates are currently material to
your business and provide more fulsome disclosure related to these candidates
including any development activities conducted and planned indications.
Alternatively, please remove any candidates not currently material to your business
from your pipeline table.

August 27, 2025
Page 6
31.Please ensure your pipeline table clearly demonstrates all steps that must be
completed (e.g., Phase 1, Phase 2 and Phase 3 trials) for each clinical candidate before
regulatory approval is received, so that investors can clearly understand what steps
must still be taken prior to commercialization.
32.We note your statement that your DAR 4 anti-HER2 ADC has "efficacy" in line
with Enhertu at the same doses. Please revise this statement, as it improperly implies
this candidate is both effective and comparable to products that are already approved
for commercial sale.
Strategic Clinical-Regulatory Development Approach, page 267
33.Please revise to briefly discuss the material aspects of your Phase I clinical trial design
for your VX-A901 candidate. In your revisions, clarify where your trial is being
conducted, disclose primary and secondary endpoints and enrollment data. Please
remove disclosures that imply your product candidate is safe or effective. You may
present objective data resulting from your preclinical and clinical testing without
concluding efficacy.
Partnerships And Collaborations, page 269
34.Please revise to provide a more fulsome description of your material partnerships and
collaborations discussed in this section and indicated in your pipeline table on page
261. In your revisions, ensure that you disclose the rights and obligations of both
parties, any term and termination provisions, aggregate amounts paid or due under
these agreements and any amounts paid to date. Please also file these agreements as
exhibits to your registration statement or tell us why you believe such a filing is not
required. Refer to Item 601(b)(10) of Regulation S-K for guidance.
Intellectual Property, page 270
35.Please revise to disclose the expiration dates or potential expiration dates, if granted,
for each patent or patent application disclosed in this section. Please also revise to
identify the specific programs protected by each of your patents.
Company Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Research and Development Expenses, page 297
36.Revise your disclosure to separately quantify and explain the nature of the research
and development expenses for each reporting period presented. To the extent you
track your research and development costs by product candidate, revise to provide a
breakdown of for each period presented. For research and development expenses not
tracked by product candidate, provide a breakdown by nature or type of expenses such
that the total reconciles to the research and development expense line item. Provide a
revised discussion of the research and development activities for each period and the
reasons for the changes in expenses between periods.
Sales and Marketing Expenses, page 297
Revise to more clearly identify the nature of the amounts reported as Sales and 37.

August 27, 2025
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Marketing, given the Company currently has no product sales.
Critical Accounting Policies and Estimates, page 299
38.Revise your MD&A to provide a table of issuances of Veraxa equity for
compensatory purposes for the latest annual period and subsequent period.  Please
explain to us how you determined the fair value of Veraxa's common stock underlying
equity issuances and the reasons for any differences between the recent valuations of
your common stock lead