Voyager Technologies (NYSE: VOYG) plans Astrobotic purchase using stock and earnouts

Rhea-AI Filing Summary

Voyager Technologies, Inc. agreed to acquire 100% of the outstanding capital stock of Astrobotic Technology, Inc. through an Agreement and Plan of Merger. As part of the purchase price, Voyager plans to issue Class A common stock to the sellers.

The company may issue up to 2,031,694 Closing Shares at closing, with the final amount adjusted for cash, debt, option exercises, and transaction expenses. Additional Contingent Shares may be issued later if specific earnout milestones are met, using the 20‑trading day volume‑weighted average price to calculate the number of shares.

The closing is subject to customary conditions, including required regulatory approvals, and is expected in the second half of 2026. All shares will be issued as unregistered, relying on the Section 4(a)(2) exemption, and will be "restricted securities" under Rule 144.

Insights

M&A and capital markets analyst

Voyager structures Astrobotic acquisition with stock, earnouts, and private exemption.

Voyager Technologies is using equity rather than cash to acquire all of Astrobotic Technology. The structure includes Closing Shares plus performance-based Contingent Shares, so part of the price is linked to Astrobotic’s future results and Voyager’s trading price at specific earnout dates.

The potential issuance of up to 2,031,694 Closing Shares could dilute existing holders, with further dilution from Contingent Shares if milestones are achieved. Actual impact depends on final purchase price adjustments and milestone outcomes, which are not quantified here.

The shares are being issued under a Section 4(a)(2) private placement exemption and will be restricted under Rule 144. This keeps the transaction outside public markets at issuance, and resale liquidity for the sellers will depend on future registration or Rule 144 holding and volume conditions.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Closing share cap: 2,031,694 shares Ownership acquired: 100% of capital stock Earnout pricing window: 20 trading days +2 more

5 metrics

Closing share cap 2,031,694 shares Maximum Class A common shares as Closing Shares for acquisition

Ownership acquired 100% of capital stock Astrobotic Technology, Inc. outstanding capital stock to be acquired

Earnout pricing window 20 trading days VWAP period before each earnout valuation date for Contingent Shares

Expected closing timing Second half of 2026 Anticipated closing period, subject to regulatory and customary conditions

Securities Act exemption Section 4(a)(2) Exemption relied upon for unregistered issuance of Voyager shares

Key Terms

Agreement and Plan of Merger, earnout milestones, volume-weighted average trading price, Section 4(a)(2), +2 more

6 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the "Agreement") pursuant to which"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

earnout milestones financial

"as contingent consideration upon the achievement of certain post-closing earnout milestones"

volume-weighted average trading price financial

"calculated using the volume-weighted average trading price of the Common Stock during the 20-trading day period"

Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.

Section 4(a)(2) regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

restricted securities regulatory

"will constitute "restricted securities" within the meaning of Rule 144 under the Securities Act"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Rule 144 regulatory

"within the meaning of Rule 144 under the Securities Act and may not be offered or sold"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

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Understanding 8-K Material Events →

Voyager Technologies, Inc./DEFALSE000178806000017880602026-06-012026-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2026

Voyager Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42694

84-2754888

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

1225 17th Street, Suite 1100

Denver, Colorado 80202

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (303) 500-6985

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

VOYG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

On June 1, 2026, Voyager Technologies, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Agreement") pursuant to which the Company agreed to acquire 100% of the outstanding capital stock of Astrobotic Technology, Inc. (the "Acquisition"). In connection with the Acquisition, the Company agreed to issue shares of its Class A common stock, par value $0.0001 per share (the "Common Stock"), to the sellers of such capital stock (the "Sellers") as a portion of the aggregate purchase consideration. The share consideration consists of shares of Common Stock to be issued (i) at the closing of the Acquisition (the "Closing") as closing consideration (the "Closing Shares") and (ii) as contingent consideration upon the achievement of certain post-closing earnout milestones (the "Contingent Shares"). The Closing is subject to customary closing conditions, including receipt of required regulatory approvals, and is expected to occur in the second half of 2026.

The Company may issue up to 2,031,694 Closing Shares to the Sellers at the Closing, dependent upon adjustments for cash, indebtedness, option exercises, and transaction expenses. The foregoing number of shares is an estimate only, and the actual number of shares of Common Stock to be issued pursuant to the Agreement is subject to the occurrence of the Closing and the finalization of the purchase price calculations and adjustments set forth therein.

The number of Contingent Shares issuable in respect of each earnout milestone, if any, will be calculated using the volume-weighted average trading price of the Common Stock during the 20-trading day period immediately preceding the applicable earnout valuation date. The exact number of Contingent Shares to be issued will depend on whether the applicable earnout milestones are achieved and the trading price of the Common Stock at such time.

The shares of Common Stock to be issued as described above will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. The Company did not engage in general solicitation or advertising in connection with the issuance of such shares. When issued, the Closing Shares and any Contingent Shares will constitute "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be offered or sold absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						VOYAGER TECHNOLOGIES, INC.
Date: June 4, 2026						By:			/s/ Dylan Taylor
						Name:			Dylan Taylor
						Title:			Chief Executive Officer

FAQ

What acquisition did Voyager Technologies (VOYG) announce involving Astrobotic?

Voyager Technologies agreed to acquire 100% of Astrobotic Technology’s outstanding capital stock. The deal uses Voyager Class A common stock as consideration, including shares issued at closing and additional contingent shares tied to future earnout milestones and Voyager’s trading price.

How many Voyager shares may be issued at closing for the Astrobotic deal?

Voyager may issue up to 2,031,694 Closing Shares of Class A common stock at closing. The final number will be adjusted for cash, indebtedness, option exercises, and transaction expenses under the merger agreement’s purchase price adjustment provisions.

What are Contingent Shares in the Voyager (VOYG) and Astrobotic transaction?

Contingent Shares are additional Voyager Class A shares issuable if post-closing earnout milestones are achieved. The number for each milestone will be based on the 20‑trading day volume‑weighted average price of Voyager’s stock before the applicable earnout valuation date.

When is the Voyager–Astrobotic acquisition expected to close?

The closing of Voyager’s acquisition of Astrobotic is expected in the second half of 2026. It remains subject to customary closing conditions, including receipt of required regulatory approvals, before any Closing Shares are actually issued to the sellers.

Will the Voyager (VOYG) shares issued in the Astrobotic deal be registered?

The shares will not be registered under the Securities Act and rely on the Section 4(a)(2) exemption. When issued, both Closing Shares and Contingent Shares will be “restricted securities” under Rule 144 and can only be resold under registration or a valid exemption.

Did Voyager Technologies use general solicitation for this Astrobotic share issuance?

Voyager states it did not use general solicitation or advertising in connection with issuing shares for the Astrobotic acquisition. This supports reliance on the Section 4(a)(2) exemption, which is limited to private placements not involving a public offering.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.4 KB