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 VERAXA BIOTECH HOLDING AG

 Talacker 35

 8001 Zurich, Switzerland

 February 13, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re: Veraxa Biotech Holding AG (the “ Registrant ”)
Registration Statement on Form F-4 (File No. 333-289108) (the “ Registration Statement ”)

 Ladies and Gentlemen:

 In accordance with Rule 461 under
the Securities Act of 1933, as amended, the Registrant, Voyager Acquisition Corp. and Veraxa Biotech AG (each a “ Co-Registrant ”),
respectfully request that the effective date of the Company’s above-referenced Registration Statement be accelerated so that the
same will become effective at 5:00 p.m. ET on February 17, 2026, or as soon thereafter as is practicable.

 It would be appreciated if, promptly
after the Registration Statement has become effective, you would so inform Andrew M. Tucker of Duane Morris LLP, by telephone at (202)
776-5248 or by email at atucker@duanemorris.com or Michael J. Blankenship of Winston &
Strawn LLP, by telephone at (713) 651-2600 or by email at mblankenship@winston.com. The Registrant and the Co-Registrants hereby authorize
Mr. Tucker or Mr. Blankenship to orally modify or withdraw this request for acceleration.

 Very truly yours,

 VERAXA BIOTECH HOLDING AG

 By:
 /s/ Oliver Baumann

 Name:
 Oliver Baumann

 Title:
 General Manager

 VOYAGER ACQUISITION CORP.

 By:
 /s/ Adeel Rouf

 Name:
 Adeel Rouf

 Title:
 Chief Executive Officer, President and Director

 VERAXA BIOTECH AG

 By:
 /s/ Christoph Antz

 Name:
 Christoph Antz

 Title:
 Chief Executive Officer and Co-Founder

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 NEW
 YORK
 LONDON
 SINGAPORE
 PHILADELPHIA
 CHICAGO
 WASHINGTON,
 DC
 SAN
 FRANCISCO
 SILICON
 VALLEY
 SAN
 DIEGO
 LOS
 ANGELES
 BOSTON
 HOUSTON
 DALLAS
 FORT
 WORTH
 AUSTIN

 FIRM
 and AFFILIATE OFFICES

 ANDY
 TUCKER
 PARTNER
 DIRECT
 DIAL: +1 202 776 5248
 PERSONAL
 FAX: +1 202 330 5313
 E-MAIL:
 ATucker@duanemorris.com

 www.duanemorris.com
 HANOI
 HO
 CHI
 MINH CITY
 SHANGHAI
 ATLANTA
 BALTIMORE
 WILMINGTON
 MIAMI
 BOCA
 RATON
 PITTSBURGH
 NORTH
 JERSEY
 LAS
 VEGAS
 SOUTH
 JERSEY
 SYDNEY
 MYANMAR

 ALLIANCES
 IN MEXICO

 February 12, 2026

 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. 4 to Registration
Statement on Form F-4
 Filed February 3, 2026
 File No. 333-289108

 Ladies and Gentleman:

 On behalf of our client, Veraxa Biotech Holding AG, a company limited by shares organized
 under the Laws of Switzerland (the " Company "), 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 February 11, 2026 (the " Comment Letter ") on the Company's Amendment No. 4 to the Registration Statement on Form F-4 filed on February 3, 2026 (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. 20001-479
 Phone:
 +1 202 776 7800 Fax: +1 202 776 7801

 February 12, 2026 Page 2

 Concurrently with the submission of this letter, the Company is filing Amendment No. 5 to its registration statement on Form F-4 (the " Amended Registration Statement ") and certain exhibits via EDGAR with the Commission.

 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.

 Amendment 4 to Form F-4 filed on February 3, 2026

 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.

 The Company respectfully acknowledges the Staff's comment and advises the Staff that
 it has revised the disclosures on pages 58 and 152 of the Registration Statement in response to the Staff's comment.

 We hope that the foregoing has been responsive to the Staff's comments. If you have
 any questions related to this letter, please direct any such requests or questions
 to Andy M. Tucker of Duane Morris LLP at (202) 776-5248 or ATucker@duanemorris.com.

 Sincerely,

 /s/ Christoph Antz

 Christoph Antz

 cc :

 Andrew Tucker, Esq.
 Michael J. Blankenship, Esq.

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.

CORRESP
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 NEW YORK
 LONDON
 SINGAPORE
 PHILADELPHIA
 CHICAGO
 WASHINGTON, DC
 SAN FRANCISCO
 SILICON VALLEY
 SAN DIEGO
 LOS ANGELES
 BOSTON
 HOUSTON
 DALLAS
 FORT WORTH
 AUSTIN

 FIRM and AFFILIATE OFFICES

 ANDY TUCKER
 PARTNER
 DIRECT DIAL: +1 202 776 5248
 PERSONAL FAX: +1 202 330 5313
 E-MAIL: ATucker@duanemorris.com

 www.duanemorris.com

 HANOI HO
 CHI MINH CITY
 SHANGHAI
 ATLANTA
 BALTIMORE
 WILMINGTON
 MIAMI
 BOCA RATON
 PITTSBURGH
 NORTH JERSEY
 LAS VEGAS
 SOUTH JERSEY
 SYDNEY
 MYANMAR

 ALLIANCES IN MEXICO

 November 26, 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. 2 to Registration Statement on Form F-4

 Filed September 29, 2025

 File No. 333-289108

 Ladies and Gentleman:

 On behalf of our client, Veraxa Biotech Holding AG, a company limited by shares organized under the Laws of Switzerland (the " Company "), 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 November 20, 2025 (the " Comment Letter ") on the Company's Amendment No. 2 to the Registration Statement on Form F-4 filed on September 29, 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. 20001-479
 Phone: +1 202 776 7800 Fax: +1 202 776 7801

 November 26, 2025 Page 2

 Concurrently with the submission of this letter, the Company is filing amendment No. 3 to its registration statement on Form F-4 (the " Amended Registration Statement ") and certain exhibits via EDGAR with the Commission.

 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.

 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.

 The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 236 of the Registration Statement in response to the Staff's comment.

 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.

 The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 272 of the Registration Statement in response to the Staff's comment.

 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.

 The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 274 of the Registration Statement in response to the Staff's comment.

 November 26, 2025 Page 3

 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.

 The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 281-282 of the Registration Statement in response to the Staff's comment.

 Company's 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.

 The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 310 of the Registration Statement in response to the Staff's comment.

 We hope that the foregoing has been responsive to the Staff's comments. If you have any questions related to this letter, please direct any such requests or questions to Andy M. Tucker of Duane Morris LLP at (202) 776-5248 or ATucker@duanemorris.com.

 Sincerely,

 /s/ Christoph Antz

 Christoph Antz

 cc :

 Andrew Tucker, Esq.

 Michael J. Blankenship, Esq.

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.

CORRESP
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        NEW YORK

        LONDON

        SINGAPORE

        PHILADELPHIA

        CHICAGO

        WASHINGTON, DC

        SAN FRANCISCO

        SILICON VALLEY

        SAN DIEGO

        LOS ANGELES

        BOSTON

        HOUSTON

        DALLAS

        FORT WORTH

        AUSTIN

        FIRM and AFFILIATE OFFICES

        HANOI

        HO CHI MINH CITY

        SHANGHAI

        ATLANTA

        BALTIMORE

        WILMINGTON

        MIAMI

        BOCA RATON

        PITTSBURGH

        NORTH JERSEY

        LAS VEGAS

        SOUTH JERSEY

        SYDNEY

        MYANMAR

        ALLIANCES IN MEXICO

        Andy Tucker

        Partner

        Direct Dial: +1 202 776 5248

        Personal Fax: +1 202 330 5313

        E-Mail: ATucker@duanemorris.com

        www.duanemorris.com

*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

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

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

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

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

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

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

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