SecProbe.io

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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.
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 November 20, 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
 Amendment No. 2 to Registration Statement on Form F-4
 September 29, 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.

Amendment 2 to Form F-4 filed on September 29, 2025
Our Dual-Targeting/AND-Gate Concept, page 231

1. We note your response to prior comment 24 and reissue in part. Please
revise the
 graphic appearing on page 231 to remove the arrows implying that your
product
 candidates will be safer and more effective than approved therapies.
 November 20, 2025
Page 2
Our Pipeline, page 268

2. Please revise your pipeline table to condense the preclinical phases to
no more
 than two columns. In addition, the progress arrow for VX-A901 indicates
that Phase II
 in underway. However, disclosure elsewhere in the prospectus states that
further
 evaluation in a Phase II study is planned, suggesting that Phase II has
not yet
 commenced. Please revise the table as necessary so that the progress
arrows
 accurately depict the current state of development for each product
candidate. Please
 also revise to clarify if there is an active IND for this trial.
3. We note your response to prior comment 32 and reissue. Please further
revise your
 statement claiming that your DAR 4 anti-HER2 ADC showed "efficacy"
comparable
 to Enhertu, as it improperly implies this candidate will be successful
in clinical trials.
 We would not object to disclosure presenting the objective data observed
in the study
 without making conclusions as to the efficacy of your product candidate.
Partnerships And Collaborations, page 277

4. We note in your response that you will file the Hemibody license
agreement with
 Cherry Biolabs GmbH in a subsequent amendment. Please also revise this
section to
 include a description of the Hemibody license agreement and 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.
Company Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations
Research and Development Expenses, page 305

5. We note your response to comment 36. Please revise your filing to
disclose if you
 track any of your research and development costs by product candidate.
To the extent
 you track any your research and development costs by product candidate,
revise to
 also provide a breakdown of the tracked amounts for each period
presented. To the
 extent you do not track any of your research and development costs by
product
 candidate, disclose that fact and explain why not. To the extent you
begin tracking
 your costs by product candidate in future periods, confirm you will
provide a
 breakdown at that point.

 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
 November 20, 2025
Page 3
cc: Andrew Tucker, Esq.
 Michael J. Blankenship, Esq.
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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
Page 7
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

CORRESP
1
filename1.htm

VOYAGER
ACQUISITION CORP.

131
Concord Street

Brooklyn,
New York

11201

August
6, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Brigitte Lippman and Ronald (Ron) E. Alper

RE: Voyager
Acquisition Corp.

Registration
Statement on Form S-1, as amended

Filed
on July 30, 2024

File
No. 333-280305

Dear
Ms. Lippmann and Mr. Alper,

Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Voyager Acquisition Corp. respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m. Washington D.C. time on August 8, 2024, or as soon thereafter as practicable.

Please
call Michael Blankenship of Winston & Strawn LLP at (713) 651-2678 to provide notice of the effectiveness of the Registration Statement.

[Signature
Page Follows]

    Very truly yours,

    Voyager Acquisition Corp.

    By:
  /s/ Adeel Rouf

    Name:
  Adeel Rouf

    Title:
  Chief Executive Officer

    cc:
  Michael Blankenship, Winston & Strawn LLP

CORRESP
1
filename1.htm

August
6, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C.  20549

Attention:
Ronald Alper

  Re:
  Voyager
Acquisition Corp.

  Registration Statement on Form S-1

  Filed
June 18, 2024, as amended

  File
No. 333-280305

Dear
Mr. Alper:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Voyager
Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:00 p.m. Eastern Time on August 8, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed
form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

*
* *

[Signature
Page Follows]

    Very truly yours,

    CANTOR FITZGERALD & CO.

    By:
    /s/ David Batalion

    Name:
    David Batalion

    Title:
    Managing Director, Investment Banking

CORRESP
1
filename1.htm

      July 12, 2024

      VIA EDGAR

      United States Securities and Exchange Commission
Division
of Corporation Finance
Office of Real Estate & Construction

      100 F Street, NE
Washington, DC 20549

 Re: Voyager Acquisition Corp.

      Registration Statement on Form S-1

      Filed June 18, 2024

        CIK No. 0002006815

      Ladies and Gentlemen:

      On behalf of our client, Voyager Acquisition Corp./Cayman Islands (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange
         Commission (the “Commission”) set forth in its letter, dated July 9, 2024, relating to the Company’s Registration Statement on Form S-1 filed on June 18, 2024.

      The Company is concurrently filing via EDGAR Registration Statement on Form S-1 (the “Form S-1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.

      We have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.

      Form S-1

      General

            1.
            We note your disclosure on the cover page and elsewhere in the filing that the sponsor
               members have indicated an interest to purchase approximately $295,399,800 of the units
               in the offering at the offering price. We also note that the sponsor members may determine
               to purchase a difference number of units in the offering. So that investors will be able to understand the minimum amount of your securities
               that will enter the public market through sales to the public, as opposed to the sponsor
               members, please clarify that the ceiling on the amount of purchase is $295,399,800 of the units, as you reflect on page 64. Additionally, please tell us whether
               the limited number of public investors would impact the company’s eligibility to list its securities on Nasdaq. Please revise your risk factor disclosure
               starting on page 64 to address the potential conflicts of interest with the sponsor
               members in approving your business combination and otherwise exercising their rights
               as public shareholders because of their indirect ownership of founder shares and private
               placement warrants, and the ability to pursue a business combination with a company that is affiliated
               with the sponsor members, as noted on page 3.

      Response: The Company acknowledges the Staff’s comment and advises the Staff
that it has revised its disclosure on the cover page and pages 17, 64, 128 and 166 to address the Staff’s comment regarding a ceiling
on the non-managing sponsor member expressions of interest. Additionally, the Company advises the Staff that it has revised the risk factor
disclosure on pages 60 and 61.

      The Company further confirms, following consultation with the prospective underwriters
         participating in the offering, that the limited number of public investors would not
         impact the company’s listing eligibility on the Nasdaq Global Market.

            2.
            We note that the sponsor members have indicated an interest to purchase approximately
               98% of the units in the public offering. Please identify the fifteen institutional
               investors, the number of units that each of these investors have indicated an interest
               in purchasing in the offering, and file any agreements with such investors as exhibits.

      Response: The Company acknowledges the Staff’s comment and informs the Staff
that it does not believe the identity of the non-managing sponsor members is material. As provided in the Amendment, there is no assurance
that any non-managing sponsor member will acquire any units in this offering. The number of units allocated to and actually received by
each non-managing sponsor member will be subject to the discretion of the underwriters for this offering. Further, unlike non-managing
sponsor member arrangements of some other blank check companies, none of the Company’s non-managing sponsor members have voting
rights or are under any obligation to hold any units or public shares following the closing of this offering, and as a result, no non-managing
sponsor member will necessarily be an investor at the time the Company’s stockholders vote on an initial business combination. Additionally, no non-managing sponsor member will own more than 5%
of the sponsor. Accordingly,
the Company believes naming any non-managing sponsor member in the Form S-1 may have the unintended effect of misleading investors as
to the post-offering ownership of the Company and the ability of the Company to complete an initial business combination. In addition,
the Company notes that the negotiations between its sponsor and each non-managing sponsor member were handled separately, and no arrangements
were made with any non-managing sponsor member with respect to the voting of any securities acquired. As a result, the Company cannot
predict how or if any of the non-managing sponsor members will vote in connection with an initial business combination. For the above
reasons, the Company has not identified the non-managing sponsor members or provided any additional information regarding non-managing
sponsor member identities in the Amendment.

            3.
            With respect to the 4,010,000 private placement warrants that the sponsor members
               have expressed an interest to purchase, please clarify whether these warrants are
               part of or in addition to the 7,220,000 private placement warrants to be purchased by your sponsor.

      Response: The Company acknowledges the Staff’s comment and advises the Staff
that it has revised its disclosure on the cover page and pages 2, 15 and 127 to address the Staff’s comment.

            4.
            Please disclose whether the sponsor members’ securities would be subject to a lock up agreement with the underwriters.

      Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 14, 18, 61 and 128 to address the Staff’s comment.

      * * * * * * *

      If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

  Sincerely,

  /s/ Michael J. Blankenship

  Michael J. Blankenship

July 9, 2024
Adeel Rouf
Chief Executive Officer
Voyager Acquisition Corp.
c/o Winston & Strawn LLP
800 Capitol St., STE 2400
Houston, TX 77002
Re:Voyager Acquisition Corp.
Registration Statement on Form S-1
Filed June 18, 2024
File No. 333-280305
Dear Adeel Rouf:
            We have reviewed your 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.
Form S-1
General
We note your disclosure on the cover page and elsewhere in the filing that the sponsor
members have indicated an interest to purchase approximately $295,399,800 of the units
in the offering at the offering price. We also note that the sponsor members may
determine to purchase a different number of units in the offering. So that investors will be
able to understand the minimum amount of your securities that will enter the public
market through sales to the public, as opposed to the sponsor members, please clarify that
the ceiling on the amount of purchase is $295,399,800 of the units, as you reflect on page
64. Additionally, please tell us whether the limited number of public investors would
impact the company’s eligibility to list its securities on Nasdaq. Please revise your risk
factor disclosure starting on page 64 to address the potential conflicts of interest with the
sponsor members in approving your business combination and otherwise exercising their
rights as public shareholders because of their indirect ownership of founder shares and 1.

July 9, 2024
Page 2
private placement warrant, and the ability to pursue a business combination with a
company that is affiliated with the sponsor members, as noted on page 3.
2.We note that the sponsor members have indicated an interest to purchase approximately
98% of the units in the public offering. Please identify the fifteen institutional investors,
the number of units that each of these investors have indicated an interest in purchasing in
the offering, and file any agreements with such investors as exhibits.
3.With respect to the 4,010,000 private placement warrants that the sponsor members have
expressed an interest to purchase, please clarify whether these warrants are part of or in
addition to the 7,220,000 private placement warrants to be purchased by your sponsor.
4.Please disclose whether the sponsor members’ securities would be subject to a lock up
agreement with the underwriters.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at 202-551-3856 if you
have questions regarding the financial statements and related matters. Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael J. Blankenship

CORRESP
1
filename1.htm

April 5, 2024

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, DC 20549

 Re: Voyager Acquisition Corp.

Amendment No. 1 to Draft
Registration Statement on Form S-1

Submitted February 23,
2024

CIK No. 0002006815

Ladies and Gentlemen:

On behalf of our client, Voyager
Acquisition Corp./Cayman Islands (the “Company”), we are writing to submit the Company’s responses to the comments
of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated February 14, 2024, relating to the Company’s Amendment No.
1 to Draft Registration Statement on Form S-1 confidentially submitted to the Commission on February 23, 2024.

The Company is concurrently
filing via EDGAR Registration Statement on Form S-1 (the “Form S-1”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Amendment
No. 1 to Draft Registration Statement on Form S-1, submitted February 23, 2024

Risk
Factors, page 34

 1. We note your response to comment 6; however, we do not see the revisions on page 34 and we do not have
your confirmation that you will update your disclosures. Please disclose that if you are found to be operating as an unregistered investment
company, you may be required to change your operations, wind down your operations, or register as an investment company under the Investment
Company Act. Also include disclosure with respect to the consequences to investors if you are required to wind down your operations as
a result of this status, such as the loss of the investment opportunity in a target company, any price appreciation in the combined company,
and any warrants, which would expire worthless. Please confirm that if your facts and circumstances change over time, you will update
your disclosure to reflect how those changes impact the risk that you may be considered to be operating as an unregistered investment
company.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 42 to address the Staff’s comment.

Note
4. Private Placement, page F-11

 2. We note your disclosure “the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis
so long as they are held by the Sponsor or its permitted transferees” is inconsistent with the disclosure on page 12, “Once
the warrants become exercisable, we may redeem the outstanding warrants for cash”, and the last bullet point on page F-15, “the
Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described
above.” Please revise or advise.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page F-11 to address the Staff’s comment.

Notes to Financial Statements,
Note 7, page F-15

 3. We note your revised disclosure related to the Public and Private Warrants. However, according to your disclosure on page F-11,
“The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by
the Sponsor or its permitted transferees.” This provision may potentially adjust the settlement amount, based on the characteristics
of the warrant holder. Please tell us how you determined this settlement provision was within the criteria of ASC 815-40-15-7E and provide
us with your analysis.

Response:

The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure page F-11 to address the Staff’s comment. Private warrants contain
the same settlement provisions as public warrants i.e. Private warrants do not contain any provisions that change the settlement depending
on the holder of the warrants. In addition, the Company analyzed below the following two terms in the warrant agreement that changes the
settlement provisions:

 i) Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted,
as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment
by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately
prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.

 ii) In addition, if (x) Company issues additional Class A ordinary shares or equity-linked securities for
capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price
of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board
of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder
shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances
and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation
of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares
during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination
(such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger
prices described above under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price.

Analysis

The Company analyzed the features of the private
warrants in order to determine whether such adjustment to settlement provisions preclude the private warrants from equity classification
under ASC 815-40-15-7C.

    2

ASC 815-40-15-7C:

An instrument shall be considered indexed to an
entity’s own stock if its settlement amount will equal the difference between the following:

 a. The fair value of a fixed number of the entity’s equity
shares

 b. A fixed monetary amount or a fixed amount of a debt instrument
issued by the entity.

The strike price or the number of shares used
to calculate the settlement amount is not considered fixed if the terms of the instrument or embedded component allow for any potential
adjustment (except as discussed below), regardless of the probability of the adjustment being made or whether the reporting entity can
control the adjustment.

ASC 815-40-15-7E discusses the exception to the
“fixed for fixed” rule. This exception allows an instrument to be considered indexed to the reporting entity’s own stock
even if adjustments to the settlement amount can be made, provided those adjustments are based on standard inputs used to determine the
value of a “fixed for fixed” forward or option on equity shares.

A fixed-for-fixed forward or option on equity
shares has a settlement amount that is equal to the difference between the price of a fixed number of equity shares and a fixed strike
price. The fair value inputs of a fixed-for-fixed forward or option on equity shares may include the entity’s stock price and additional
variables, including all of the following:

 a. Strike price of the instrument

 b. Term of the instrument

 c. Expected dividends or other dilutive activities

 d. Stock borrow cost

 e. Interest rates

 f. Stock price volatility

 g. The entity’s credit spread

 h. The ability to maintain a standard hedge position in the underlying
shares.

Settlement adjustments designed to protect a holder’s
position from being diluted by a transaction initiated by an issuer will generally not prevent a freestanding instrument from being considered
indexed to the issuer’s own stock provided the adjustments are limited to the effect that the dilutive event has on the shares underlying
instrument. Common examples of acceptable adjustments include the occurrence of a stock split, rights offering, stock dividend, or a spin-off.
In addition, settlement adjustments due to issuances of shares for an amount below current fair value, or repurchases of shares for an
amount that exceeds the current fair value of those shares, should also be acceptable.

Since the private placement warrants have a settlement
amount that is equal to the difference between the price of a fixed number of equity shares and a fixed strike price, and the possible
adjustment of settlement amount is only affected by standard inputs used to determine the value of a “fixed for fixed” forward
or option on equity shares and a down round feature, the private placement warrants are considered to be indexed to the Company’s
own stock.

    3

* * * * * * *

If you have any questions, please feel free to
contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

  Sincerely,

  /s/ Michael J. Blankenship

  Michael J. Blankenship

    4

United States securities and exchange commission logo
March 22, 2024
Adeel Rouf
Chief Executive Officer
Voyager Acquisition Corp./Cayman Islands
c/o Winston & Strawn LLP
800 Capitol St., STE 2400
Houston, TX 77002
Re:Voyager Acquisition Corp./Cayman Islands
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 23, 2024
CIK No. 0002006815
Dear Adeel Rouf:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
February 14, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted February 23, 2024
Risk Factors
To mitigate the risk that we might be deemed to be an investment company...., page 34
1.We note your response to comment 6; however, we do not see the revisions on page 34
and we do not have your confirmation that you will update your disclosures. Please
disclose that if you are found to be operating as an unregistered investment company, you
may be required to change your operations, wind down your operations, or register as an
investment company under the Investment Company Act. Also include disclosure with
respect to the consequences to investors if you are required to wind down your operations
as a result of this status, such as the loss of the investment opportunity in a target

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 March 22, 2024 Page 2
 FirstName LastName
Adeel Rouf
Voyager Acquisition Corp./Cayman Islands
March 22, 2024
Page 2
company, any price appreciation in the combined company, and any warrants, which
would expire worthless. Please confirm that if your facts and circumstances change over
time, you will update your disclosure to reflect how those changes impact the risk that you
may be considered to be operating as an unregistered investment company.
Note 4. Private Placement, page F-11
2.We note your disclosure "the Private Placement Warrants will be non-redeemable for cash
and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted
transferees" is inconsistent with disclosure on page 12, "Once the warrants become
exercisable, we may redeem the outstanding warrants for cash", and the last bullet point
on page F-15, "the Private Placement Warrants must also concurrently be called for
redemption on the same terms as the outstanding Public Warrants, as described above."
Please revise or advise.

Note 7. Shareholder's Equity
Warrants, page F-15
3.We note your revised disclosure related to the Public and Private Warrants. However,
according to your disclosure on page F-11, “The Private Placement Warrants will be non-
redeemable for cash and exercisable on a cashless basis so long as they are held by the
Sponsor or its permitted transferees.” This provision may potentially adjust the settlement
amount, based on the characteristics of the warrant holder. Please tell us how you
determined this settlement provision was within the criteria of ASC 815-40-15-7E and
provide us with your analysis.

            Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at 202-551-3856 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Blankenship

CORRESP
1
filename1.htm

February 23, 2024

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction

100 F Street, NE
 Washington, DC 20549

    Re:
    Voyager Acquisition Corp.

Draft Registration Statement on Form S-1

Submitted January 18, 2024

CIK No. 0002006815

Ladies and Gentlemen:

On behalf of our client, Voyager Acquisition Corp./Cayman Islands (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated February 14, 2024, relating to the Company’s Draft Registration Statement on Form S-1 confidentially submitted to the Commission on January 18, 2024.

The Company is concurrently filing via EDGAR Registration Statement on Form S-1 (the “Form S-1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.

We have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Draft Registration Statement on Form S-1

General

    1.
    You state on page 4 that “[s]everal team members have collectively advised and facilitated the raising of over $2.0 billion in SPAC IPOs and over $5.0 billion in SPAC business combinations to date.” In appropriate locations in the prospectus, please identify the SPAC IPOs, and their current status and share price.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and pages 4 and 91 to address the Staff’s comment.

Cover Page

    2.
    We note your disclosure that you will have 24 months from the closing of the initial public offering to consummate your initial business combination. Please clarify that you may amend your organizational documents to extend your business combination deadline. If there are reasons why you may not seek shareholder approval to extend such deadline, please state so here and elsewhere where the deadline is disclosed.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and page F-8 to address the Staff’s comment.

The Offering

Conflict of Interest, page 15

    3.
    Please revise to quantify the noted conflicts of interest in this section.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 15 to address the Staff’s comment.

Manner of Conducting Redemptions, page 19

    4.
    We note your statement that “[e]ach public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.…” Please revise here, and elsewhere, to disclose whether the shareholders will be permitted to redeem their shares if they do not vote, or abstain from voting their shares.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 19, 100, 109, 131 and F-8 to address the Staff’s comment.

Risk Factors

If our initial business combination involves a company organized..., page 33

    5.
    Please include in your risk factor the risk of the excise tax applying to redemptions in connection with extensions.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 33 to address the Staff’s comment.

To mitigate the risk that we might be deemed to be an investment company..., page 34

    6.
    Please disclose that if you are found to be operating as an unregistered investment company, you may be required to change your operations, wind down your operations, or register as an investment company under the Investment Company Act. Also include disclosure with respect to the consequences to investors if you are required to wind down your operations as a result of this status, such as the loss of the investment opportunity in a target company, any price appreciation in the combined company, and any warrants, which would expire worthless. Please confirm that if your facts and circumstances change over time, you will update your disclosure to reflect how those changes impact the risk that you may be considered to be operating as an unregistered investment company.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 34 to address the Staff’s comment.

Risks Relating to Our Securities

We may issue our shares to investors in connection with our initial business combination..., page 60

    7.
    We note your disclosure related to PIPE transactions. Please clearly disclose their impact to you and investors. To the extent you may utilize PIPE transactions, if true, disclose that the agreements are intended to ensure a return on investment to the investor in return for funds facilitating the sponsor’s completion of the business combination. Additionally, please also disclose that these arrangements result in costs particular to the de-SPAC process that would not be anticipated in a traditional IPO. Lastly, please clarify here and throughout the prospectus the risks associated with the PIPE transactions that may occur at a price below the IPO price of $10 per share.

    2

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 60 to address the Staff’s comment.

Use of Proceeds, page 77

    8.
    Please revise to include footnotes 5 and 7 in the Use of Proceeds table.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 77 and 78 to address the Staff’s comment.

Capitalization, page 83

    9.
    Please It appears you have classified the private and public warrants as equity. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for these warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your response should address, but not be limited to, your disclosure that “the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.”

Response: The Company will account for the warrants to be issued in connection with
the Proposed Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Both Private Placement
and Public Warrants are classified as equity because the warrants are indexed to the Company’s own stock as discussed in ASC 815-40-15-7,
thus meeting criteria for equity classification listed under ASC 815-40-25-10. The Private Placement Warrants are identical to the Public
Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary
shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the
completion of a Business Combination, subject to certain limited exceptions. In addition, Private warrants contain the same settlement
provisions as public warrants i.e. Private warrants do not contain any provisions that change the settlement depending on the holder of
the warrants.

The Company has revised its disclosure on page F-15
with respect to the Public and Private Warrants to align with the above.

Liquidity and Capital Resources, page 85

    10.
    Please We note your statement that your liquidity requirements include $720,000 for fees pursuant to the Administrative Services Agreement for office space, administrative, financial and support services. We also note that your Use of Proceeds section indicates you will use $320,000 for legal and accounting fees related to regulatory reporting obligations and $400,000 for director and officer’s liability insurance. Please revise your disclosure throughout the prospectus as appropriate.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 86 to address the Staff’s comment.

Related Party Transactions, page 88

    11.
    Please revise to also address the 6,000,000 private placement warrants, the fees for office space, secretarial and administrative services, the fees for the consulting services to an entity affiliated to your Chief Executive Officer, and the possible payment of finder’s fees.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 88 to address the Staff’s comment.

Management

Officers, Directors and Director Nominees, page 114

    3

    12.
    Please briefly describe the business experience during the past five years of each director, executive officer, person nominated or chosen to become a director or executive officer, including: each person’s principal occupations and employment during the past five years including the relevant dates of employment; the name and principal business of any corporation or other organization in which such occupations and employment were carried on; and whether such corporation or organization is a parent, subsidiary or other affiliate of the registrant. In addition, for each director or person nominated or chosen to become a director, briefly discuss the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the registrant at the time that the disclosure is made, in light of the registrant’s business and structure. See Item 401(e)(1) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure pages 114 and 115 to address the Staff’s comment.

    13.
    We note your statement that “None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this prospectus.” Please revise to clarify that no compensation was awarded to, earned by, or paid to your executive officers or directors.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 116 to address the Staff’s comment.

Conflicts of Interest, page 120

    14.
    Please expand your disclosure in this section to highlight the financial conflicts of interest of your sponsor, officers, directors, advisors and/or your or their affiliates. Please revise to quantify the noted conflicts of interest. For example, highlight, to the extent applicable, conflicts arising from ownership of the founder shares and private placement warrants, including that because of the low price they paid for the founder shares, your sponsor and your officers and directors may make a substantial profit even if the company selects an acquisition target that subsequently declines in value and is unprofitable for public investors. Please address the material conflicts of interest in this section including the repayment of loans made by your sponsor and the reimbursement of any out-of-pocket expenses.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 120 to address the Staff’s comment.

Principal Shareholders, page 124

    15.
    Please revise to include your officers and directors in the beneficial ownership table. In addition, we note you indicate that Adeel Rouf has the position as Chairman, however we note that Warren Hosseinion is listed as Chairman in the signature section and elsewhere in the prospectus. Finally, we note that the After Offering Number of Shares Beneficially Owned column indicates that 5,000,000 shares is 20% of the outstanding shares and that 3,750,000 shares is 20% of the outstanding shares. Please revise or advise us as appropriate.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 124 and 125 to address the Staff’s comment.

Taxation, page 150

    16.
    We note your statement in the first paragraph that “The following summary of certain Cayman Islands and United States federal income tax consequences of an investment in our units….”, in the third paragraph that “The following is a discussion on certain Cayman Islands income tax consequences….”, and in the legend that “THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAXCONSIDERATIONS ….” Please revise to delete the word “certain” from the noted sentences.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 150 and 152 to address the Staff’s comment.

Report of Independent Registered Public Accounting Firm, page F-2

    4

    17.
    Please include a signed audit report in your next amendment. Refer to Rule 2-02 of Regulation S-X.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on pages F-1 and F-2 to address the Staff’s comment.

Notes to Financial Statements, Note 1, page F-7

    18.
    We note your disclosure on page 2 that the sponsor of the Registrant is a Delaware limited liability company. On page F-7 in Note 1, the sponsor is described as a Cayman Islands limited liability company. Please revise or advise.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page F-7 to address the Staff’s comment.

* * * * * * *

If you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    5

United States securities and exchange commission logo
February 14, 2024
Adeel Rouf
Chief Executive Officer
Voyager Acquisition Corp./Cayman Islands
c/o Winston & Strawn LLP
800 Capitol St., STE 2400
Houston, TX 77002
Re:Voyager Acquisition Corp./Cayman Islands
Draft Registration Statement on Form S-1
Submitted January 18, 2024
CIK No. 0002006815
Dear Adeel Rouf:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted January 18, 2024
General
1.You state on page 4 that “[s]everal team members have collectively advised and facilitated
the raising of over $2.0 billion in SPAC IPOs and over $5.0 billion in SPAC business
combinations to date.” In appropriate locations in the prospectus, please identify the
SPAC IPOs, and their current status and share price.
Cover Page
2.We note your disclosure that you will have 24 months from the closing of the initial
public offering to consummate your initial business combination. Please clarify that you
may amend your organizational documents to extend your business combination deadline.
If there are reasons why you may not seek shareholder approval to extend such deadline,
please state so here and elsewhere where the deadline is disclosed.

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 February 14, 2024 Page 2
 FirstName LastNameAdeel Rouf
Voyager Acquisition Corp./Cayman Islands
February 14, 2024
Page 2
The Offering
Conflict of Interest, page 15
3.Please revise to quantify the noted conflicts of interest in this section.
Manner of Conducting Redemptions, page 19
4.We note your statement that “[e]ach public shareholder may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction.…” Please
revise here, and elsewhere, to disclose whether the shareholders will be permitted to
redeem their shares if they do not vote, or abstain from voting their shares.
Risk Factors
If our initial business combination involves a company organized..., page 33
5.Please include in your risk factor the risk of the excise tax applying to redemptions in
connection with extensions.
To mitigate the risk that we might be deemed to be an investment company..., page 34
6.Please disclose that if you are found to be operating as an unregistered investment
company, you may be required to change your operations, wind down your operations, or
register as an investment company under the Investment Company Act. Also include
disclosure with respect to the consequences to investors if you are required to wind down
your operations as a result of this status, such as the loss of the investment opportunity in
a target company, any price appreciation in the combined company, and any warrants,
which would expire worthless. Please confirm that if your facts and circumstances change
over time, you will update your disclosure to reflect how those changes impact the risk
that you may be considered to be operating as an unregistered investment company.
Risks Relating to Our Securities
We may issue our shares to investors in connection with our initial business combination... , page
60
7.We note your disclosure related to PIPE transactions. Please clearly disclose their impact
to you and investors. To the extent you may utilize PIPE transactions, if true, disclose that
the agreements are intended to ensure a return on investment to the investor in return for
funds facilitating the sponsor’s completion of the business combination. Additionally,
please also disclose that these arrangements result in costs particular to the de-SPAC
process that would not be anticipated in a traditional IPO. Lastly, please clarify here and
throughout the prospectus the risks associated with the PIPE transactions that may occur
at a price below the IPO price of $10 per share.
Use of Proceeds, page 77
8.Please revise to include footnotes 5 and 7 in the Use of Proceeds table.

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 February 14, 2024 Page 3
 FirstName LastNameAdeel Rouf
Voyager Acquisition Corp./Cayman Islands
February 14, 2024
Page 3
Capitalization, page 83
9.It appears you have classified the private and public warrants as equity. Please provide us
with your analysis under ASC 815-40 to support your accounting treatment for these
warrants. As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your
response should address, but not be limited to, your disclosure that "the Private Placement
Warrants will be non-redeemable so long as they are held by the initial purchasers or such
purchasers’ permitted transferees. If the Private Placement Warrants are held by someone
other than the Initial Shareholders or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants."
Liquidity and Capital Resources, page 85
10.We note your statement that your liquidity requirements include $720,000 for fees
pursuant to the Administrative Services Agreement for office space, administrative,
financial and support services. We also note that your Use of Proceeds section indicates
you will use $320,000 for legal and accounting fees related to regulatory reporting
obligations and $400,000 for director and officer’s liability insurance. Please revise your
disclosure throughout the prospectus as appropriate.
Related Party Transactions, page 88
11.Please revise to also address the 6,000,000 private placement warrants, the fees for office
space, secretarial and administrative services, the fees for the consulting services to an
entity affiliated to your Chief Executive Officer, and the possible payment of finder’s fees.
Management
Officers, Directors and Director Nominees, page 114
12.Please briefly describe the business experience during the past five years of each director,
executive officer, person nominated or chosen to become a director or executive officer,
including: each person's principal occupations and employment during the past five years
including the relevant dates of employment; the name and principal business of any
corporation or other organization in which such occupations and employment were carried
on; and whether such corporation or organization is a parent, subsidiary or other affiliate
of the registrant. In addition, for each director or person nominated or chosen to become a
director, briefly discuss the specific experience, qualifications, attributes or skills that led
to the conclusion that the person should serve as a director for the registrant at the time
that the disclosure is made, in light of the registrant's business and structure.  See Item
401(e)(1) of Regulation S-K.

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 February 14, 2024 Page 4
 FirstName LastNameAdeel Rouf
Voyager Acquisition Corp./Cayman Islands
February 14, 2024
Page 4
Executive Officer and Director Compensation, page 116
13.We note your statement that “None of our executive officers or directors have received
any cash compensation for services rendered to us as of the date of this prospectus.”
Please revise to clarify that no compensation was awarded to, earned by, or paid to your
executive officers or directors.
Conflicts of Interest, page 120
14.Please expand your disclosure in this section to highlight the financial conflicts of interest
of your sponsor, officers, directors, advisors and/or your or their affiliates. Please revise to
quantify the noted conflicts of interest. For example, highlight, to the extent applicable,
conflicts arising from ownership of the founder shares and private placement warrants,
including that because of the low price they paid for the founder shares, your sponsor and
your officers and directors may make a substantial profit even if the company selects an
acquisition target that subsequently declines in value and is unprofitable for public
investors. Please address the material conflicts of interest in this section including the
repayment of loans made by your sponsor and the reimbursement of any out-of-pocket
expenses.
Principal Shareholders, page 124
15.Please revise to include your officers and directors in the beneficial ownership table. In
addition, we note you indicate that Adeel Rouf has the position as Chairman, however we
note that Warren Hosseinion is listed as Chairman in the signature section and elsewhere
in the prospectus. Finally, we note that the After Offering Number of Shares Beneficially
Owned column indicates that 5,000,000 shares is 20% of the outstanding shares and that
3,750,000 shares is 20% of the outstanding shares. Please revise or advise us as
appropriate.
Taxation, page 150
16.We note your statement in the first paragraph that “The following summary of certain
Cayman Islands and United States federal income tax consequences of an investment in
our units….”, in the third paragraph that “The following is a discussion on certain
Cayman Islands income tax consequences….”, and in the legend that “THIS
DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL
INCOME TAXCONSIDERATIONS ….” Please revise to delete the word “certain” from
the noted sentences.
Report of Independent Registered Public Accounting Firm , page F-2
17.Please include a signed audit report in your next amendment. Refer to Rule 2-02 of
Regulation S-X.

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 February 14, 2024 Page 5
 FirstName LastName
Adeel Rouf
Voyager Acquisition Corp./Cayman Islands
February 14, 2024
Page 5
Notes to Financial Statements, Note 1, page F-7
18.We note your disclosure on page 2 that the sponsor of the Registrant is a Delaware limited
liability company. On page F-7 in Note 1, the sponsor is described as a Cayman Islands
limited liability company. Please revise or advise.

            Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at 202-551-3856 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Blankenship