VERAXA Biotech seals $1.64bn SPAC merger to launch Nasdaq oncology powerhouse

Why Is VERAXA Biotech Merging with Voyager Acquisition Corp?

In a bold step towards reshaping the future of cancer treatment, VERAXA Biotech AG, a biotechnology company specialising in antibody-based immunotherapies, has entered into a definitive business combination with Voyager Acquisition Corp, a US-listed special purpose acquisition company. The transaction, expected to close in the fourth quarter of 2025, will result in VERAXA becoming a publicly traded entity listed on Nasdaq under the proposed ticker “VERX”.

The VERAXA-Voyager merger, pegged at a pro forma equity valuation of approximately $1.64 billion, will create a clinical-stage biopharmaceutical company focused on next-generation cancer therapies. This move positions VERAXA to scale its BiTAC platform — a proprietary dual-targeting technology that enhances antibody drug performance — and significantly expand its global visibility, investor reach, and R&D acceleration.

What Is VERAXA’s BiTAC Platform and Why Is It Pivotal to Next-Gen Cancer Treatment?

VERAXA’s Bi-Targeted Antibody Cytotoxicity (BiTAC) platform is a next-generation drug development engine designed to improve specificity, safety, and therapeutic window in cancer treatment. Unlike conventional monoclonal antibody therapies that may affect both malignant and healthy cells, BiTAC focuses on dual-marker targeting, thereby allowing for greater tumour selectivity and fewer adverse effects.

This platform underpins VERAXA’s two strategic modalities — BiTAC antibody drug conjugates (ADCs and bsADCs) and T cell engagers (TCEs). Both represent cutting-edge technologies in oncology research and development, and are backed by strong commercial prospects. The global TCE market is forecast to surpass $112 billion by 2030, growing at a compound annual growth rate (CAGR) above 44%, while the ADC market is expected to reach $57 billion, with a CAGR close to 30%.

By anchoring its clinical pipeline in these two fast-expanding domains, VERAXA is positioning itself at the intersection of targeted therapy innovation and scalable immuno-oncology treatments.

What Is in VERAXA’s Pipeline — and How Advanced Is VX-A901?

At the heart of the VERAXA pipeline are nine internal discovery and development programmes. The Company’s lead candidate, VX-A901, is a Fc-enhanced therapeutic antibody that targets FLT3, a well-known receptor tyrosine kinase implicated in certain blood cancers, especially acute myeloid leukaemia (AML).

VX-A901 is currently undergoing a Phase 1 trial, with early preclinical data indicating potent anti-cancer activity, a differentiated safety profile, and broad applicability across multiple lines of treatment. Its mechanism of action is designed to be complementary to existing therapies, allowing oncologists to consider VX-A901 both as a standalone and backbone therapy option in treatment regimes.

VERAXA anticipates placing three proprietary candidates in clinical trials by 2029, with several externally licensed or co-developed assets expanding the Company’s portfolio in parallel.

Who’s Leading VERAXA and What Is the Strategic Vision?

The Company is spearheaded by Chief Executive Officer Dr Christoph Antz and Chief Business Officer Dr Heinz Schwer, both seasoned biotech executives with backgrounds in venture capital and clinical innovation. VERAXA also draws strategic guidance from Prof. Dr. Ralf C. Bargou, a globally respected immuno-oncology expert and contributor to the development of blinatumomab — the first FDA-approved bispecific antibody therapy for cancer.

The Company is majority-owned by XlifeSciences AG, a Swiss-listed life science incubator; the European Molecular Biology Laboratory (EMBL); and its tech-transfer arm EMBLEM, ensuring strong institutional backing and continued scientific collaboration.

What Are the Terms of the VERAXA-Voyager Business Combination?

Under the Business Combination Agreement, VERAXA’s contribution will amount to an equity valuation of $1.3 billion. In exchange, existing VERAXA shareholders are set to receive approximately 130 million ordinary shares in the combined entity. Importantly, VERAXA’s management and current investors will roll over 100% of their equity — without receiving cash proceeds — demonstrating their long-term commitment to the Company’s mission.

Based on Voyager Acquisition Corp’s share price of $10.00, the transaction values the new entity at $1.64 billion on a pro forma basis. Upon deal closure, the combined company is expected to have access to up to $253 million in cash held in Voyager’s trust, subject to transaction costs and shareholder redemptions.

In tandem, VERAXA is conducting a crossover financing round, which is expected to close before the merger finalisation. Net proceeds from this raise, combined with capital from the SPAC transaction, are anticipated to fund operations for at least two years, excluding future revenue or licensing milestones.

How Is the Market Reacting and What’s the Investment Sentiment?

Investor sentiment around the VERAXA-Voyager transaction is cautiously optimistic. With the SPAC market showing signs of maturity and higher selectivity, the full rollover of equity by VERAXA insiders is seen by analysts as a vote of confidence. The structure avoids excessive dilution and aligns interests toward long-term value creation.

Preliminary market commentary suggests that buy-side firms are placing the deal on a “watchlist,” particularly given the expanding oncology addressable market and VERAXA’s technology validation. While some risk remains related to the competitive pipeline landscape and regulatory hurdles, the fundamentals point to a strong growth narrative post-listing.

Voyager Acquisition Corp (NASDAQ: VACH) has seen moderate volume upticks following the announcement, reflecting early stage institutional interest. However, sustained sentiment may depend on successful completion of crossover financing and pipeline data readouts.

What Happens After the Nasdaq Listing?

Upon completion of the merger, VERAXA Biotech AG will begin trading on Nasdaq under the ticker symbol VERX. The post-transaction company will focus on clinical expansion, strategic licensing deals, and further validation of its BiTAC platform through ongoing trials and collaborations. Investor attention will likely shift to VX-A901’s trial progress, as well as the development of additional TCE and ADC candidates.

With significant capital infusion, experienced leadership, and a differentiated scientific platform, VERAXA is poised to become a notable player in the global race to develop safer and more effective cancer treatments.