SEC Comment Letter for Veraxa Biotech AG - Post de-SPAC (VRXA) — Feb 11, 2026
Veraxa Biotech AG - Post de-SPAC
Date: Feb. 11, 2026 · CIK: 0002079109 · Accession: 0000000000-26-001416
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File numbers found in text: 333-289108
Letter
February 11, 2026 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 Amendment No. 4 to Registration Statement on Form F-4 Filed February 3, 2026 File No. 333-289108 Dear Christoph Antz and Adeel Rouf: We have reviewed your amended registration statement and have the following comment. 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. Amendment No. 4 to Registration Statement on Form F-4 Risk Factors, page 79 1.We note your disclosure relating to the High Trail Financing Agreement and the Lincoln Park Financing Agreement. Please include risk factor disclosure relating to the fact that the notes are secured by all of your assets and the potential dilution that may result from the equity purchase facility.
February 11, 2026 Page 2 Please contact Tara Harkins at 202-551-3639 or Kevin Vaughn at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Tyler Howes at 202-551-3370 or Chris Edwards at 202-551-6761 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Andrew Tucker, Esq. Michael J. Blankenship, Esq.
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February 11, 2026
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
Amendment No. 4 to Registration Statement on Form F-4
Filed February 3, 2026
File No. 333-289108
Dear Christoph Antz and Adeel Rouf:
We have reviewed your amended registration statement and have the following
comment.
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.
Amendment No. 4 to Registration Statement on Form F-4
Risk Factors, page 79
1.We note your disclosure relating to the High Trail Financing Agreement and the Lincoln
Park Financing Agreement. Please include risk factor disclosure relating to the fact that
the notes are secured by all of your assets and the potential dilution that may result from
the equity purchase facility.
February 11, 2026
Page 2
Please contact Tara Harkins at 202-551-3639 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Chris Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Andrew Tucker, Esq.
Michael J. Blankenship, Esq.