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*FOIA Confidential Treatment Request*

Confidential Treatment Requested by VERAXA BIOTECH HOLDING AG.

In connection with its Registration Statement on Form F-4 (File No. 333-289108)

September 29, 2025

Confidential

Ms. Tara Harkins

Mr. Kevin Vaughn

Mr. Tyler Howes

Mr. Chris Edwards

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549-3628

    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

Ladies and Gentlemen:

On behalf of our client, Veraxa Biotech Holding AG, a company limited by shares organized under the Laws of Switzerland (the “Company” or “Veraxa”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 27, 2025 (the “Comment Letter”) on the Company’s Amendment No. 1 to the Registration Statement on Form F-4 filed on July 31, 2025 (the “Registration Statement”) relating to the proposed business combination involving the Company and Voyager Acquisition Corp., a Cayman Islands exempted company (the “SPAC”).

    Duane Morris LLP

    901 New York Avenue NW, Suite 700 East
 Washington, D.C.  20001-4795
    Phone: +1 202 776 7800     Fax: +1 202 776 7801

September 29, 2025
 Page 2

Concurrently with the submission of this letter, the Company is filing amendment No. 2 to its registration statement on Form F-4 (the “Amended Registration Statement”) and certain exhibits via EDGAR with the Commission.

Because of the commercially sensitive nature of certain information contained herein, this letter is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed separate correspondence with the Office of Freedom of Information and Privacy Act Operations in connection with its confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. §200.83. For the Staff’s reference, we have enclosed a copy of the Company’s correspondence to the Office of Freedom of Information and Privacy Act Operations, as well as an unredacted copy of this supplemental letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

The Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.83, and that the Commission provide timely notice to Andy M. Tucker at (202) 776-5248 before it permits any disclosure of the bracketed information in this letter.

For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the Comment Letter, and we have set forth below the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover page of the Amended Registration Statement in response to the Staff’s comment. The Company further advises the Staff that corresponding revisions were made to the disclosures on pages 41-42, 188-189, and 213-214 of the Amended Registration Statement.

    Confidential Treatment Requested by VERAXA BIOTECH HOLDING AG.

September 29, 2025
 Page 3

    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.

The Company respectfully acknowledges the Staff’s comment and confirms that it will include disclosure of the contemplated PIPE agreement in a subsequent amendment to the Amended Registration Statement in response to the Staff’s comment after the commercial terms of such agreement are finalized.

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.

The Company respectfully acknowledges the Staff’s comment and confirms that it will include a Q&A disclosure regarding the anticipated liquidity position of PubCo following the Business Combination in a subsequent amendment to the Amended Registration Statement in response to the Staff’s comment after the transaction expenses and related information have been finalized.

    4.
    Please revise this section to include a Q&A disclosing the management and directors of the post-business combination company.

The Company respectfully acknowledges the Staff’s comment and confirms that it will include a Q&A disclosure regarding the management and directors of the post-business combination company in a subsequent amendment to the Amended Registration Statement in response to the Staff’s comment after the management and board structure of the post-business combination company are finalized.

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 16 of the Amended Registration Statement in response to the Staff’s comment.

    Confidential Treatment Requested by VERAXA BIOTECH HOLDING AG.

September 29, 2025
 Page 4

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 19 and 321 of the Amended Registration Statement in response to the Staff’s comment.

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 20 of the Amended Registration Statement in response to the Staff’s comment.

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 25 and 150 of the Amended Registration Statement in response to the Staff’s comment. The Company further advises the Staff that it has revised its risk factor disclosure on page 126 in response to the Staff’s comment.

    Confidential Treatment Requested by VERAXA BIOTECH HOLDING AG.

September 29, 2025
 Page 5

Summary of the Proxy Statement/Prospectus

Veraxa Biotech AG, page 28

    9.
    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 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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosures throughout the Amended Registration Statement in response to the Staff’s comment to remove terms that imply that our product candidates are currently safe and/or effective.

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 37 and 184 of the Amended Registration Statement in response to the Staff’s comment to remove the references to “forecast projections” which were inadvertently included.

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 53-54 of the Amended Registration Statement in response to the Staff’s comment.

    Confidential Treatment Requested by VERAXA BIOTECH HOLDING AG.

September 29, 2025
 Page 6

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 183 of the Amended Registration Statement in response to the Staff’s comment.

    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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 177-178 of the Amended Registration Statement in response to the Staff’s comment.

    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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 182 of the Amended Registration Statement in response to the Staff’s comment.

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 189 of the Amended Registration Statement in response to the Staff’s comment.

    16.
    Please revise your disclosure regarding the Guideline Publicly Traded Companies Analysis to disclose in more detail why ERShares selected the 12 GPC Guideline 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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 191-192 of the Amended Registration Statement in response to the Staff’s comment.

    Confidential Treatment Requested by VERAXA BIOTECH HOLDING AG.

September 29, 2025
 Page 7

Information about SPAC, page 193

    17.
    Please revise to describe the general character of the Sponsor’s business. Refer to Item 1603(a)(2) of Regulation S-K for guidance.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 200 of the Amended Registration Statement in response to the Staff’s comment.

    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.

The Company respectfu